Pony la Pony: Shattered Lives
by JTVectorSigma
Summary: Kill la Kill based. Replaces EQG 1 chronologically. When Twilight chases a thief through Starswirl's mirror, she finds herself in a world without friendship, with new rules of magic. Will she succeed in recovering her Element of Harmony?
1. Old Enemies, New Friends

"After the defeat of King Sombra one thousand years ago, a schism formed between Princesses Luna and Celestia. They each sought different methods to help the ponies of Equestria; in the end, the Princesses entered into a battle which neither would survive..."

The majority of the class snored with their heads on their hooves. Of the few who were awake, two were eyeing the door; one was playing with a set of action figures; one was building a miniature model of the school itself. Atop a mountain of chewing gum, paper walls surrounded an elegant building somewhere between a castle and a battleship. It was a good likeness.

And one student was only paying attention to their teacher's shapely, black-furred posterior. She cut a rather striking figure against the chalkboard, what with the long, limp, and skunk-striped mane covering half her face, perfectly accented by a dark green dress. More than a few colts spent their evenings thinking about Miss Swahli.

Unaware of the wanderlust in the room, she continued on with her lesson. "After the Princesses' memorials, the ruling of Equestria fell to various noble groups. It seemed as though ancient tribal divisions-"

 _CLANG!_

Miss Swahli paused as the classroom's metal door buckled inward, a hoof-shaped imprint showing through the other side. The wheel-handle began to turn, slowly, bent out of shape. The screech of metal on metal woke the students, who stared dumbly.

Finally, the pony on the other side seemed to give up on the handle and all pretenses of politeness. With a crash, the wheel popped free of its screw hole. Then the door _slammed_ inward, flying completely off its hinges; it smashed the windows on the other side of the room out of their frames, then ricocheted into the very center of the class and sent desks and ponies flying. Miss Swahli twisted her lithe frame to avoid getting caught by flying shards and splinters.

"Pardon!" she exclaimed, "But we're in the middle of a lesson!"

In the shadow of the doorway, the pony whickered angrily. A trio of lights scintillated on his chest. Quite suddenly, he pushed himself through the door, which seemed far too small for him to have ever fit through. "I'm on official _business_ ," he declared in a scarily calm voice. Rows of armored underlings lined up behind him.

Miss Swahli seemed to pale. She knelt, deferring to his authority.

The stallion raised his chin, then turned towards the class, still picking itself from the shambles of the room. Eyes like ice chips narrowed. The silver armor that covered his snow-white fur gleamed; three crystals across the front matched the deep blue of his mane perfectly. With military precision, he planted himself before the students. "For those of you unaware, I am Head of the Disciplinary Committee Shining Armor." This seemed to have the desired effect, as most of the foals eyes widened. "Recently, a mage armor came up missing from our inventory. This is a serious matter. We've narrowed the suspects to one of you here in Class K." When the fillies and colts started muttering apprehensively, he held up a hoof. " _If_ the pony responsible gives themselves up, we will be lenient. We're far more interested in why, than who."

As Shining spoke, a pair of unicorn colts drifted closer together in the back of the room. The taller of the two had saffron fur and a turquoise mane. He slid a note to his tubbier friend, who had slate blue fur with an orange mane.

 _ **Go now,**_ the second colt read. _**Use the back door. Give up nothing if caught. Snails.**_

He nodded ever so slightly to his friend, then slid the note back. Snails placed one hoof on it, then gradually lowered himself to the floor. Once out of sight, he- with much difficulty- lit his horn.

"This is the final war-" Shining was cut off as a noxious opaque gas filled the room with the force of a bomb. The disgusting fumes ripped the back door from its hinges and scorched the eyelashes from most everypony in the room. One small shape cut through the fog and odor, running as fast as his stumpy legs would allow.

Snips skittered around a corner and jumped down the stairs three at a time. A super-loud whinny echoed behind him, and he fought back panic. Shining Armor would not be held long. The colt hit the bottom floor and almost slid into the wall. He righted himself and ran down the short hall. Snips ripped open the double doors at the end-

And found himself muzzle to muzzle with Shining Armor, who smelled of sulfur and looked extraordinarily pissed off. A girlish scream tore from Snips' throat as Shining lifted him in one massive hoof. "Did you think you'd escape me with a _fart spell_!" he roared in indignation. Grunting, he turned and hurled Snips across the front courtyard.

Snips screamed again as he tumbled and bounced over the rocky ground, finally landing halfway across the yard. Shining Armor leaped forward and stood between him and the walls; his fellow Disciplinary Committee members lined up on either side. Desperately, Snips reached into his saddlebags and pulled out the stolen armor.

Shining blinked. "Wait- all this for a _one-stone_ armor? Seriously?" He chuckled. "It's almost not worth the trouble! Well, no," he amended, "It's worth it. But seriously?" Shining waved a hoof. "You could've at least bothered to take a two-stone. Tell you what- put it on. I'll let you see for yourself just what you've stolen."

Snips hesitated, then fit the bronze chest piece over his torso. The metal unfolded to cover the rest of his body; gauntlets, sabatons, faulds, a helmet. Power surged through the armor, filling Snips with a strength he'd never known before. "W-wow!" he exclaimed. "This is... wow!"

Shining grunted. He seemed almost disappointed. "Enjoy it while you can." He unleashed a beam of energy from his horn then, a lance of light moving faster than the eye could track. It hit Snips' new armor and fractured against it.

"I- I'm alive!" the foal squealed in surprise.

Shining rolled his eyes. "Of course. The uniform is almost impervious to damage. You'll be stronger, faster-" Cutting himself off, he launched another, larger beam attack.

Snips batted it aside with his hoof and charged. "Then die!" he screamed, blasting everything he had from his horn. The light sprayed outward , a column of power that warped the ground into magma. It hit Shining's armor-

And did nothing. The light didn't even scorch its silver surface. Snips himself collided with the larger pony, who didn't even stumble. He rubbed his horn, feeling dizzy and hurt. "Too bad," Shining said. He actually sounded sincere. "But your armor is only a one-stone. Mine's a _three_." Snips began to back up, one hoofstep at a time. Too late.

Shining's horn blazed, covering him in a dome of lavender power. Tendrils of light exploded outward- two, six, _twenty_. They snapped forward and grabbed hold of Snips, lifting him into the air and smashing him into the dirt. The whips lashed into Snips until he was lying in the bottom of a six foot crater.

Snarling now, Shining used one of the tendrils to pick Snips up and hurl him into a wall. "Resisting arrest!" he exploded, "Assaulting a member of the Disciplinary Committee-" Snips was dragged all the way across the courtyard to slam against the other wall. "Theft of school property!" And back again. "Disrupting class-" And again. "Running from your crimes-" And again. "And _treason!_ " Shining finally threw Snips into the wall just above the exit; his bruised and bloodied body impacted so hard he was embedded in his own silhouette. "You don't deserve the power that armor gives you."

A figure watched the punishment from high above. Her lilac eyes were even colder than Shining Armor's. At her side was strapped a scabbard of crystal.

Shining stepped closer to the wall. "I'll give you one last chance. Tell me who you're working for!" Snips merely whimpered in pain. "Have it your way then." Shining's magic latched onto the stolen armor and pulled, yanking it away from the foal's body, while a second tendril slammed him deeper into the hard stone. The whimpering stopped.

As Shining brought the armor back down into his hoof, it folded itself into a neat metal rectangle. Shining passed it off to his one-stone attendants. Then he turned back towards the school. At every window, teachers and students had gathered to watch.

"Listen up!" he projected his voice. "Students of Canterlot High, Mi Amore Cadenza, your _Princess_ , created the laws of this school for a reason. I intend to enforce those laws as long as I am-"

He was cut off by a brilliant radiance, blazing from the school's tallest tower. Shielding his eyes with one hoof, he stared into the center of the light. There stood the one pony he respected above all others. With horn and wings high, her shades of pink mane flowing in the breeze; she was the statue of a goddess brought to life. Those lilac eyes narrowed.

Every pony watching turned their faces upward. They basked in the light, and Shining deferred to its bringer. "Princess," he breathed. Then to his underlings: "Atten- _hut!_ Show respect to the greatest of us all!" The one-stones lined the courtyard, saluting.

The subtlest hint of a smirk tweaked Cadenza's muzzle. She tapped her rear hoof against the roof, a call for rapt silence. "Fear is freedom; subjugation is liberation! And contradiction is truth!" Three ponies trotted to stand behind the Princess. Though little more than shadows amid her light, they stood with conviction and strength. Cadenza unsheathed her sword and pointed it to the sky. "This creed shall be the foundation of a new era. Live by it and prosper; or, stand against and descend to squalor as the animals you are!"

The city of Canterlot spilled down the mountain slopes under the school. The ivory towers and golden domes formed a crown; it sat upon a head of silver ingot roofs and iron frames, with limestone and quartz walls. Farther still, the body of the metropolis housed ponies in oak and thatch, shadowed by energy plants harnessing swarms of Twittermites. This giant was built, like so many, on feet of clay. The most destitute of ponies sought shelter in hovels of garbage. They crawled through their own wretchedness trying just to survive.

Like the spokes of a wheel, train tracks and tram lines led from the top to the bottom. All eventually connected back to the main road, spiraling down the mountain and into the countryside.

One pony stood between Canterlot and the rest of the world. She paused in her long journey, muscles taut under wind-blown fur. Beneath her cloak, her wings fluttered. The breeze loosened her scarf, and her hood fell back over her saddlebags. Her mane flashed pink highlights. Her eyes, dark pools of wine, took in every detail of the landscape. Her mouth set into a determined scowl.

"Canterlot," she whispered. "What have they done to you?"

Pony la Pony  
Chapter 1: Old Enemies, New Friends

The mare fought to keep her lip from curling. The city was horrid; it stank, and it was crowded, and no pony was smiling. One vendor was selling flowers. Most of them looked wilted and ugly, but Twilight picked out one of the best. She tossed him a Bit for the daisy and moved on. He didn't seem to care for her business either way.

Moving quickly to get out of the slums, she sniffed the flower, hoping to smell something good for a change. But its perfume seemed to have worn out. Sighing, she bit the head from the stem and chewed. At least it tasted good. She was grateful for that.

She was also grateful that the other ponies left her alone. Her youthful looks were offset by the way she carried herself. Honest citizens got out of her way. Thugs glanced her over and decided it wasn't worth the trouble.

She'd just about reached the edge of poverty when a violet-gray unicorn filly dashed out of an alley, almost running her into the ground. "Whoops!" the foal laughed, prancing a circle around her, "Sorry!" In the blink of an eye, she ducked into the next alley, out of sight of the older mare.

There, the filly waited for a moment until she was certain she was safe. Breathing a sigh of relief, she reached into her saddlebag. "That was- hey!" She gaped at the small brown paper bag she'd pulled out. "I thought I grabbed her coin pouch!"

"No," came a voice from the shadows, "That's my lunch." A purple-furred hoof reached out and took it from the stunned filly. "Though if your hungry and ask nicely, I suppose I'd be willing to share."

"Share?" The filly looked so nonplussed that Twilight had a hard time not laughing. "N- no! I don't need your filthy scraps. I've never gone hungry a day in my life!"

Twilight let her eyes wander over the filly's lanky frame. "Somehow I doubt that," she murmured sadly.

"Ha!" the filly snorted. "This alley is _my_ turf. Its a dead end for losers, whorses, thugs, and scumbags; I can take care of myself. Unless you want to find out first-hoof what Fast-Flash Dinky can do, I suggest you drop your Bits and trot!"

"Dinky, huh." Twilight looked her over again, but nothing in her estimates had changed. "The street-punk act doesn't suit you."

"Act? The hay do mean _act?_ "

"Well, for starters, if this alley is your- um... _turf_ -" she used air quotes- "Then you can't have much competition. It's got to be the cleanest one I've seen since I got into Canterlot!"

"Shows what you know!" The filly crouched down. "I'd like to hear you talk cute like that after I kick your plot!" Dinky leaped forward.

The next moment, she was sitting on the ground with a bruised cheek, and the mare was putting her saddlebags back onto her flanks. "Anything else? I'm late as-is."

Dinky slowly put her hoof to her cheek. She sighed. "Okay, I give. You win. Happy?"

"Not really." Twilight looked up at the school, looming over them. "I'm not sure I even know what that means anymore."

Dinky suddenly felt the urge to give her a hug, which she squashed because hugging a stranger instead of mugging them was something she'd _never_ live down. But she did reach out towards the mare. "Are you alri-"

 _THUD!_

For the second time in under a minute, Dinky found herself sitting on the ground with a new bruise and no idea how it got there. This time, though, there was a weight holding her down. A large, feathery weight. "What do you think you're doing?" the pegasus cried. "I thought I told you to go to school! Quit shaking ponies down and get your flank up there!"

"Um-" Twilight couldn't help staring. It had to be one of the strangest sights she'd come across in a while- a pegasus mare her own age, with a pattern of bubbles across her flank, wrestling a unicorn filly to the dirt. She looked closer and saw that the pegasus' eyes pointed in different directions. She had a lazy eye.

"Do you have a death wish or somethin'?" the pegasus yelled.

"Ow, ow!" Dinky yelled back. "Get off me, sis, I'm going! I'm going!"

The pegasus dutifully let up. In an instant, Dinky slithered from her grip and ran off. "I'm never going back there! That place is crazy!"

"We're all crazy!" The pegasus yelled after her. "Wait..." She shook her head. "Oh, now I'm klutzing words too. Hrmph." She picked up the bag she'd hit Dinky with and slung it on her back. She smoothed the creases of her school uniform before finally turning and acknowledging the other mare. That eye was fascinating. It was always about fifteen degrees off-focus. "Sorry about that. Did my sister-"

She was cut off by the loudest alarm Twilight had ever heard. A trillion nails falling through a metal chute into her ear, echoing through the city. The pegasus jumped ten feet into the air without even using her wings. "Oh no!" she wailed. "I'm going to be late!"

"Why don't you just fly straight to the school?"

The pegasus gave her a pitying look. It was even cuter with her mismatched eyes. "You must be new. They put a net up so the pegasi don't have an unfair advantage getting to school."

"Really?" Twilight peered skyward. After a moment, she spotted a slight shine above the roofs. The netting appeared to be super-fine; it was likely coated with some sort of cutting layer that gave it reflective properties, which was why she could see it. "That seems cruel."

"Sure does, doesn't it?" The pegasus smiled humorlessly. "I'll see you soon!" She took off, flying low, zipping between buildings. In seconds she was out of sight.

"Huh." Twilight turned her gaze from the net to the school. Above the mountain, grim clouds began to gather. "Interesting..."

As Twilight trotted the rest of the distance to Canterlot High, she reflected on the path that had led her there. The figurative one, not the literal one beneath her hooves.

One month ago- to the day, in fact- She and her friends had arrived in the Crystal Empire. Welcomed by her teacher, brother, and sister-in-law, they were all ready for a relaxing weekend. They'd retired to bed early so they could get a jump on the fun the next day.

That night, the unthinkable had happened. The culprit behind the incident vanished into a magic mirror- a portal to another dimension. Twilight knew she'd have to follow, but she thought she'd at least have the help of her friends. Instead, her teacher insisted they remain behind to defend Equestria. And so Twilight found herself alone in this world.

She quickly found that casting spells and flying was much harder for her. Like wearing one of Rarity's special magic-nullifiers (Why did she have those, anyway? And why would she store them with a box of leather- oh. Twilight fervently wished she could erase that thought.) with weights strapped to her hooves.

Still, one month of searching had taught Twilight a few things. Mostly about how terrible this world was- how ponies seemed to have lost their ability to use magic. She could still do some spells, with enough effort. But she also heard rumors. About a school, atop the mountain, where a select few were taught about the ancient powers.

Twilight had crossed this Equestria from North to South, East to West. Every place she went, all the signs pointed her to one place. And so she had come here. To Canterlot High.

She looked up at the school now from a very different perspective. As big as it seemed from the plains or the road... It was far larger when standing in its soaring gate, the walls stretching into the distance on either side, the towers clawing towards the roiling sky above. All the gold and ivory couldn't change how it felt to be there. Twilight searched for the right word to describe it.

Ah yes.

She was terrified.

The teacher wrote her name on the chalkboard, dutifully ignoring the class. Most of the students were still covered in bruises from when the room last exploded. "We have a new student in class K today," she said once she put the chalk down. "So please welcome Twilight Sparkle."

Twilight had carefully folded her cloak so that it better resembled actual clothing; there were certain attributes she wished to keep hidden. She did her best to look small, awkward, and uninteresting. All the while, Twilight made her estimate of the class.

She spotted a familiar set of eyes at the same time their owner spotted her. "Twilight? Hey! Sit over here, will ya?" The pegasus jabbed her hoof at the empty seat next to her.

"Hmmm."

The teacher noticed her hesitation. "Problem, Miss Sparkle?"

"Has she always been... you know?" Miss Swahli clearly didn't know, so Twilight did her best to discreetly point at her eye.

"Oh, yes. As long as I've known her."

"Which is how long?"

"What's today?" The teacher smiled at Twilight's confusion. "A joke. Please, take your seat. I doubt she'll bite."

Twilight obediently slid into place behind the desk; she laid out her books and quills as if she were back in magic kindergarten. Some habits never died.

"Hey," the pegasus nudged her. "It's nice that we're in the same class, right?" When Twilight didn't respond, she continued: "My name's Ditzy-Do Whooves. But everypony calls me Derpy."

"I can't imagine why."

The sarcasm rolled right past her. "Well, I'm kind of a klutz. This one time, I was supposed to put away the math textbooks. I tried to put them all away- at the same time. There's probably still some dents in the walls from..."

Twilight tuned out her voice for a moment. The students of this classroom seemed perfectly ordinary. Certainly not the powerful wizards and such that supposedly inhabited the school. "Hey, Derpy..."

"Yes Twilight?"

She struggled for a moment to think how to phrase her question. Finally, she gave up. "How dangerous is this place?" she asked bluntly.

Derpy blinked, then looked around furtively. "Very." Her voice dropped to a whisper. "Yesterday, the Disciplinary Committee caught a student trying to steal something. I checked up on him this morning- he's in a full body cast even after a night of magical healing."

"Does- does that sort of thing happen often?"

"Often enough." Derpy must've seen the fear in her eyes, because she smiled reassuringly. "Don't worry Twilight, just follow the rules and you'll be fine. Okay?"

Twilight nodded, then tried to focus on the lesson. Unfortunately, she had no plans to follow the rules. In fact, she planned on pretty much breaking them all.

The class was fairly interesting. The differences between the history of this Equestria and her own held Twilight rapt. Though, several times Derpy had tried engaging her in conversation; Twilight had told her to wait until after class. After the third or fourth time, she seemed to get it.

"It's after class!" Derpy said cheerfully when the bell rang. "Ready to talk now?"

"Sure."

And so they made their way through the halls together. Derpy asked question after question about Twilight's life. Some of them incredibly personal. Mostly, Twilight tried to avoid giving straight answers. If everything went well, she'd be leaving soon anyways. There'd be no point in making friends here.

Finally, as they entered the school's inner courtyard, Twilight felt it was time to ask questions of her own. She looked up past statue in the central green, to the towers arching overhead. Beyond, the darkening clouds finally cut off the last of the blue sky. "I got the sense, talking to Miss Harshwhinny in administration, that the teachers aren't actually in charge here."

"No, not really." Derpy was incredibly nonchalant about it. "Some try to keep things more orderly. But most, like Miss Swahli, they just ignore everything. They're not in charge, so they don't care about us. Hey," she said suddenly, "What's in your second bag?"

"What?" The question came out of nowhere to Twilight.

"Your second saddlebag." Derpy pointed to it. "Most of us only have the one, for our school books. But you have two. Do you... mmm, do you play an instrument?"

"Er- no. But I really like reading," Twilight confessed. A truth, but not _the_ truth. "So if the teachers aren't in charge- who is?"

Derpy opened her mouth to answer. But then her lopsided gaze slid past Twilight, to the door across the courtyard, and she promptly stiffened. "They are."

"Huh?" Twilight started to turn, but Derpy grabbed hold of her and forced her down, until her muzzle was almost touching the ground.

"Bow!" the pegasus hissed, "Bow! Rule number one: show respect to the Student Council!"

Out the corner of her eye, Twilight observed the other students willingly bowing. Since most were facing the doors, Twilight wiggled around so that looking would be easier. But she kept her head down. In no small part because Derpy had a death-grip on her neck.

Four ponies slowly walked down the steps. A halo of light obscured them for the most part; all but the enormous stallion in front. She recognized him just fine, though the metal suit he wore covered him from neck to hooves. "BBBFF?" she whispered, eyes wide.

"Hmm?" Derpy glanced sideways, then up. "Oh. That's Shining Armor. You don't want to mess with him- he's the one who put that colt in the hospital."

"What!" Twilight yelped, earning her more than a few angry glares. She clapped her hooves over her muzzle, then whispered to Derpy: "So he's the one in charge of the school?" That would complicate things. Twilight didn't know if she had it in her to confront her brother- or at least a pony who looked like him.

"Not really- he's just a three-stone." Twilight didn't know what that meant, and she was sure her expression said that. Derpy explained, "That outfit he's wearing? It's called a mage armor, and they go from one-stone up to three. A lot of us don't get one; we're no-stones. But for the ponies who have them- well, they make a pony way stronger. The Student Council Princess chooses who gets mage armor based on our performance in school!"

Twilight discreetly rubbed her forehead with one hoof. "So, what you're saying is, this Student Council Princess is the pony in charge."

"Oh, uh... yes." Derpy blushed. "I probably should've just said that."

"Yes, you should have."

The light coming through the door suddenly brightened; a tint of red crept over them. "Speak of the devil," Derpy muttered.

Twilight shielded her eyes and looked into the center of the light. It was hard to see. She was reminded of a time when she was a filly and, against her teacher's warnings, looked directly at the sun with her telescope. She'd wanted to see sunspots. She'd ended up at the optometrist's instead.

This time, Twilight did not sear her eyes out. But she felt the same pain in her head, once she clearly saw the Princess. "Cadence," she whimpered. "Oh, no..." Confronting her brother would've been hard enough- but at least they'd fought as siblings. The Princess of Love, her former foal-sitter, on the other hoof. They had never fought.

 _Well, there was the wedding,_ Twilight reminded herself. She swallowed. Yes. The wedding. But that hadn't actually been Cadence. On some level, she felt she knew that all along, which was why she had been able to confront Chrysalis. _She isn't Cadence,_ Twilight decided. _She_ can't _be Cadence._

Steeling her nerves- and suppressing the urge to sing while wiggling her butt in the air- Twilight broke her first rule. She hopped out of line, directly in front of the princess. No going back now. This was no accident, could never be passed off as one. All of the others, Derpy included, gasped.

"Pardon," Twilight said as politely as she could, "But there are some questions I'd like to ask you."

The princess raised her chin and glared down her muzzle at Twilight. From the crowd, somepony shouted, "How dare you! Get her!" About half a dozen one-stones jumped at Twilight. She sighed and gripped the strap of her saddlebags in her teeth. With a twist of her neck, she smacked them all aside.

The bag clasp undid itself in the swing. On instinct, Twilight reached out with one hoof; cold metal slipped into her grasp, even as the bags slung themselves onto her back. The ponies gasped again as Twilight raised her hoof, and pointed her sword up the stairs at the princess.

She understood their surprise and awe. The blade was a shaft of gold almost as long as her body, honed sharp enough to carve rocks. But it wasn't solid; instead, it was an intricate lattice, filigree of the most beautiful design, stretching down to the hilt. The grip itself wrapped around her hoof so that it held onto her as much as she did it. Set into the hilt was a jeweled design: four radiating points of amethyst crystal.

"Oh, wow, Twilight!" Derpy exclaimed. "That's a big sword."

"Why yes," Twilight said, deadpan as possible. "It is, thank you for noticing."

"How'd you even fit that into your bags?"

"They're enchanted!" Twilight snapped. She fought the urge to break her face with her hoof. "This sword is one half of an even more powerful weapon; somepony stole the other half from me, and I've been searching for it ever since." Twilight blinked- for a moment, she thought she saw something in the princess' eyes. Something like... recognition. "So, what do you know about that, princess?"

"What makes you think I know anything about your sword?"

Twilight shuddered at that voice. It was so familiar, but so much colder than she remembered. "Just that everypony I've talked to says this school is where all the strongest ponies are. And it _was_ a strong pony who stole my weapon."

"Is that all? You come into _my_ school, disrespect me, threaten me- accuse me of being a thief- and all you have are unsubstantiated rumors?"

"That's not all I have," Twilight admitted. "There's also what I saw in your eyes. When I pulled out this sword- it's like you've seen it before." As much as she tried to hide it, the princess' eyes widened. Only an alicorn could have seen it. "You _have_ seen it, haven't you?" Twilight tensed, then jumped forward. "Give me back my Element!"

The princess' eyes widened for everypony to see this time- the attack was unexpected and foolish. Twilight charged forward with no plan, no idea what she was going to do next. She figured her friends would be quite proud of that.

Of course she regretted it.

" _YEAH!_ " The bellow shook the ground, even as a forty-pound barbell embedded itself in Twilight's flank. The weight hurled her to the side into a group of one-stones, who went flying rather impressively. A large white pegasus dropped from the sky, landing between Twilight and the princess; the barbell snapped back into his tiny hoof on a chain. He wasn't quite as large as Shining Armor, but his muscles bulged with veins. They seemed to be restrained beneath a tangle of leather straps and chains, which had two gemstones embedded on the chest, and a painted cutie mark on the haunch. The outfit reminded Twilight of one of the ones she'd seen in Rarity's closet, which she now realized were for- _Erase!_ Twilight thought fervently. Strangely though, the pegasus' wings were tiny. They looked hardly big enough to lift a foal.

"Are you all right Princess Cadenza?" he asked, his voice rather gravelly.

"Thank you, Bulk Biceps," she acknowledged. Before she could say more, however, Twilight threw off all of the ponies who had landed on her; she got to her hooves still holding the sword.

"Should've seen that one coming," she muttered. "Pinkie sense would come in really handy about now-" She looked up at the ponies on the steps. "But you're still going to tell me what you know!"

"As president of the Body-Building Club, I request permission to _shut her up!_ " Bulk growled. He flexed the muscles he was named for.

Cadenza managed to raise her chin higher without snapping her neck. Twilight was impressed. "Permission is granted."

"I don't have time for this!" Twilight rolled her eyes. She galloped forward on three legs, intent on charging _through_ Bulk if necessary. To her surprise, the tip of her sword hit his chains and skittered sideways. The ponies bounced apart with the ringing of metal on metal. "What the- ohmigosh, what's that _made_ of?"

"It's my mage armor, stupid!" Bulk pointed to the jewels on his pectorals. "A two-stone armor, which means its totally personalized. All these chains and weights, I'm working out twenty five-eight! Yeah!"

" _Riiiiiiiiiiiiiiii_ ght." Twilight fought to steady her breathing and slow down. It didn't seem to be working. "But how'd it block my sword? This thing can cut through anything!"

"Not a mage armor! Its magic; you wouldn't understand."

"Oh, I understand." Twilight's excitement grew. "It's exactly why I'm here. And if you're so sure of yourself, I don't suppose I need to hold back."

Bulk looked outraged at the very idea. "Let's see what you got!" he roared. He actually seemed about to beat his chest. Instead, he dropped a pair of forty-pound weights on chains, one on either side, and began to swing his forelegs. The barbells scraped against the dirt on every swing, creating a distinct rhythm. Twilight found herself entranced by the semi-musical sound, and didn't notice the obvious tells.

Bulk lashed out with one leg, the chain growing across the yard, and the weight slammed her into the ground. "YEAH!" He whipped the other chain into the dirt, sending her flying into the air. Twilight instinctively wanted to spread her wings, but she _did_ hold back; she didn't want them to see who she was just yet. Instead, she raised her sword to try and block the next strike.

But Bulk was smarter than he looked. He used a chain to grab her out of the air, then twisted and pulled her to the ground. Twilight hit like a meteor. Just as she was getting up, she heard Bulk yell: "This one's got your name written all over it!" Twilight twisted in time to see a barbell swing up and slam her face. Blood flew from her muzzle and teeth rattled loose, even as she flipped over and crashed head first into the dirt. A slight moan escaped her.

"Huh," Bulk said, and he seemed genuinely puzzled, "I thought she'd be tougher."

Twilight fought against the darkness in the corners of her eyes. Already, one of them felt swollen. Something in her barrel scraped when she shuddered. She likely had some broken ribs.

The princess frowned at her challenger. "I, too, hoped she'd prove more entertaining," Cadenza shook her head in disgust. "But clearly, she has no idea what she's doing." She turned away towards the school. "A mere _foal_." The sky above opened with a crack of thunder.

As the first drops fell, Twilight stubbornly forced herself up. "You... know... something!" she ground out. "I need to know." Twilight swung her blade forward. "I could _make you_ tell me."

Bulk Biceps seemed to have hit a tipping point. "Shut your muzzle!" he snapped. Balancing on his over-large forelegs, the pegasus kicked his hind hooves forward into her jaw. One of her loose teeth shot into the rain. Twilight swayed for a moment, then collapsed. Her cloak soaked itself in the puddles. "No pony speaks to our princess like that."

A slight smirk crossed Cadenza's lips as she started to walk back into the building. "Confiscate her blade," she called over her shoulder, almost as an afterthought.

"Yes Ma'am!" Bulk affirmed. He moved to take it.

But Twilight drew on reserves of energy she hadn't realized she possessed. She propped herself into a technically upright position with her sword. "It's not yours to take! Not yours-" Lightning flickered, and Twilight swung the blade tiredly.

Bulk laughed as he dodged backwards. "YEAH! I saw that one coming; can't fool- WHOA!" Bulk's hind legs slipped out from under him. Without a foreleg to balance him out, he fell onto his back in the mud.

"Oh thank goddess," Twilight muttered. With Bulk and the others distracted, she turned and poured all her energy into running. With her injuries it was more like fast limping; but she made it to the exit anyway. Just beyond the wall, she crashed against a delivery-pony. The accordion on his mustard colored flank jiggled, even as he fought to control the tower of packages.

"Hey there! I'm looking for a Hughbert Jass. Is there a Hugh Jass inside?"

Twilight shoved him out of her way. "You were pranked, Polka-brain."

She heard him cry out as she trotted away: "Cheese and crackers, not again!"

Further back still, Derpy wailed for her new friend. "Twi-i-i-i-light! You can't go home yet, the school day isn't over!"

Bulk Biceps, cringing, pulled himself out of the mud. He sensed a lot of eyes on him, and none of them were happy. "I, uh- I messed that one up," he grimaced.

One pair of eyes were not focused on the pegasus. In fact, their owner could not have cared less about him. She instead watched Twilight disappear into the throngs of the city. Most ponies wouldn't know where she was going. Most ponies wouldn't consider going after her.

She was not one of them.

"You-" _SMACK!_ "Idiot!" _CRASH!_

The guards of the north tower- the tallest of Canterlot High, Princess Cadenza's personal platform- were nervous. They were never allowed inside the Student Council chambers. Few outside the princess and her lieutenants were. Tonight, one extra had been admitted.

If the sounds were any indication, they had nothing to be jealous about.

Inside the chamber, Bulk Biceps flinched as the chair finally broke against his armor. It barely stung, but he was still in agony from his failures. Which Shining Armor had no problem reminding him of.

"You let her mock Princess Cadenza!" he snarled. "You let her escape, _and_ you failed to confiscate her blade as ordered!" The head of the Disciplinary Committee turned to glower at a different pony at last. "A mistake made by a member of a club you run is _your_ mistake, Rainbow Dash."

The technicolor mare flopped down on the sofa, tossing the last chair leg at Biceps. "Yeah, I know. You think I've been punishing him cause it's fun? Cause it _so_ isn't." She thought for a moment. "Oh, and by the way- the Disciplinary Committee should've stepped in when she insulted the princess. That was _your_ mistake, Sir Perfect."

A pair of robins swooped in through an open window. They circled the room; actual furniture took up most of the space, but on one side was a large pile of rocks. A dais in the back held the throne, which Shining Armor stood in front of. Behind the platform was a door to inner chambers.

The robins landed next to a butter-furred pegasus, who was already surrounded by more than a dozen other birds and small animals. The larger of the two tweeted into her ear, and she nodded. She waved the animals away, and they scattered. "Those last two were from the Vanhoover Academy- she was there, too. None of the schools reported anything because she never got violent. I guess something triggered her here." The pegasus shrank into her seat once she finished talking, her lilac mane falling over one eye.

Cadenza sipped from a tea cup her servant dragon had brought her. "Unbelievable," she rolled her eyes. "Inform the other schools to keep watch for her."

"Oh, yes, your highness."

"Ha!" A pink earth pony popped out of the rock pile. Her mane, only marginally darker than her fur, hung limp. "I don't know who screwed up more- I'm just glad I didn't." She looked around the room, and suddenly her mane poofed out into bright curls. "Uh, shouldn't there be a part where we send our guest out?"

Rainbow snapped her head towards the front door. "You're dismissed, Bulk Biceps."

"Thank you!" he cried in relief, then scurried out.

"Nice job, Dashie. And you, too, Mister Author." The pink pony's mane flattened out again. She thought for a moment. "So what about her blade had you all worried, Mimi? It's just a fancy sword."

The princess stiffened. Slowly, she placed her teacup back on its saucer. "It would seem... That is, just perhaps-"

"Just spit it out!" Rainbow complained, then thought better of it and clamped her hooves over her mouth. "Uh, sorry, princess."

"It is fine, Rainbow Dash." Cadenza paused, and took a deep breath. "That sword... it could, potentially... be a weapon which could _conceivably_... combat a mage armor."

All four of her lieutenants stared for a moment, uncertain they'd heard her correctly. Then Rainbow burst out laughing. "I- I'm s-s-sorry!" She clutched at her stomach. "But a w-weapon that can- that can beat a mage armor?" Rainbow doubled over once more. "I'll b-believe it... w-when I see it!"

"While I find her response quite _immature_ ," Shining Armor stated, "I agree with Commander Dash's sentiment. Even if such a weapon existed- how could this new student have gotten hold of it?"

Cadenza resumed sipping her tea, if only to calm her nerves. "What was her name again?" she asked between sips.

"Twilight Sparkle," the yellow pegasus informed them promptly.

Cadenza stopped with the cup just in front of her parted lips. "Twilight, you say?" Something akin to a smile grew across her muzzle. "How extraordinary..."

The rain continued. Twilight shuddered under her sopping wet cloak, but did not fear illness. Among the many shelves of books that her teacher had given her upon reaching her new station in life, one had recounted the changes in biology. She no longer had to fear any disease known to ponydom.

Of course, being an alicorn did not preclude one from being beaten to death. Twilight's ribs were definitely cracked, possibly broken. Her jaw and eye were both swollen. Much of her body was bruised. She had underestimated the strength of the magical armor. Bulk Biceps in her world would not have been so much as an annoyance. Here, he was a genuine threat.

Not much she could do about it now. Twilight stumbled the last few steps into the castle, then collapsed on the ruined floor. It was wet inside, too; the shattered roof did little to keep the rain out. She came back here because it was quiet and isolated. The perfect place to rest and heal. And to think.

"I'm sorry, Princess," Twilight muttered. It wasn't often that she failed her teacher so miserably. Anguish began to build up.

She had failed to capture the intruder in the Crystal Empire. She had failed to protect her property. And now, after a month of searching, she had failed to even hold her own in battle against one of Canterlot High's students. _What's the point?_ Twilight wondered dully. _I never even saw the pony's face..._

She didn't know how long she lay there like that. Long enough for the rain to begin to ease off. Twilight forced herself to her hooves one at a time; her right side was still hurting, she used her sword to prop herself upright. "Ouch," she hissed. Then, throwing caution to the wind, she let loose with an unearthly howl: "WHAT MORE CAN I GIVE!"

The wind failed to answer.

Twilight snorted. Her cloak was still soaked, and the cold was beginning to set in. "Guess I better get to somewhere more sheltered. Who knows? Maybe I'll just drop in and find somepony who can help me fight Cadence!" Pain made her sarcastic. Twilight took one step forward- "Waaaah!"

The floor dropped away, and Twilight fell into a black chasm that seemed to have no end. The trapdoor hinged shut above her, and she could have sworn she heard a familiar, musical voice. "Twilight Sparkle; we may yet win this war. You should be more careful what you wish for!"

And then all light and sound were cut off as the door slammed closed.

Twilight knew she had little time. In spite of its seeming depth, the hole could not go on forever. Even the stairs of King Sombra's castle eventually ended. When the end came here, it would be sudden and very fatal if she did nothing.

Twilight twisted, trying to keep her injured side facing up. Unfortunately, the first impact she felt rendered that moot as her body slammed against a wooden beam. Time had reduced it to a dry, crumbling mess, but it was still solid enough to hurt before it shattered. It was a miracle Twilight's spine didn't snap too. Instinctively, she tried to hold on to the wood. But she was already falling again.

Her flailing hooves caused her sword to jam into one wall. Twilight felt the blade dig in, but its own sharpness worked against it; the edge carved a groove through the rock but did little to slow her down. Twilight hit another chunk of wood, a platform this time; her head slammed against it, and sparks of magic jarred from her horn. They fell with her like a shower of stars.

In her daze, Twilight's instincts called on her biology. Her wings flared outward, the cloak falling away. She gained a momentary lift, turning the fall into a sideways tumble; Twilight crashed headlong into a pile of what felt like solid rock. It was still a softer landing than she'd been expecting.

"Note to self," she murmured. "Buy helmet."

Twilight staggered upright, feeling as though she'd been stomped on by a Yakyakistan dancing troupe. The magical sparks she'd let loose in the tunnel were still drifting slowly towards the ground. But they provided almost no light.

With a theatrical sigh, Twilight concentrated hard. Magic built up on her horn, slowly, until she had forced a glowing orb to pop loose. It did not hover or float or do much helpful. But it was there and it was light. Twilight pushed her sword into her saddlebag and picked up the orb.

By its light, she could make out various shades of gray that outlined a room. A very large room. "I suppose the sisters needed some place to hide form the world." Twilight could see that the space was mostly filled with piles of- not rock, like she'd originally assumed. It was all metal. Ingots, nuggets, ores; gold and silver and far stranger alloys like Orichalcum and Black Iron. Mountains of the stuff, heaped on the floor and discarded long ago.

"Why would they leave this here?" Twilight wondered. She shuffled closer to the nearest wall, not noticing the sparks falling behind her. Not noticing as the pile they settled on began to move.

Twilight squeezed between two anvils and found herself staring at a decorated wall. It was covered in writing, most of it in an ancient version of the Equestrian language. With time, Twilight could have translated the whole thing. What she could make out was ominous and strange. References to an all-consuming shadow and dark magic. Not the sort of thing one would expect to find in a princess' basement. Of course, she had a full laboratory beneath her home. Who was she to judge?

Twilight was drawn to one section in particular. It showed a diagram of cutie marks and equations. From the looks of things, it was a method to transfer somepony's magic to an external source. Though, based on what Twilight could see of it, the process would never work. Anyone who used it was likely to end up dead.

"Enough of that," she muttered. Twilight turned away from the wall and wound her way back towards the shaft in the ceiling. "How am I going to get out of here?"

 _Wait._

Twilight jerked when she heard the voice. It was familiar- but at the same time, she wasn't sure she'd actually heard it. Twilight thrust her orb out as if that would somehow make the speaker appear. "Who's there?" Slowly, she turned in a circle.

"Aah!" she screamed again, dropping the orb. It rolled forward and stopped about a foot away. Twilight gasped for air, studying the figure in the light. When it didn't move, she waved one hoof in front of it. Nothing. "It's just a statue!" she breathed a sigh of relief.

A really weird statue at that. It reminded her of something from one of those mangles or whatever that her brother had showed her. A chi- chipper? No- a chibi. Yeah, it looked like a chibi pony. All head and mane and four little legs beneath it. Twilight trotted up to the oddity and studied it. She didn't recall seeing it when she had first landed. But then, she couldn't be a hundred percent sure this was the same spot she came down in.

Twilight noticed that, unlike everything else down here, the statue was crafted from gemstones. Mostly diamonds, but some lesser gems too. It actually bore a startling resemblance to someone Twilight knew quite well. "Celestia?" Twilight frowned. "Why would somepony make a chibi statue of Celestia? Better question- why would she keep it?" The statue only had one eye, the other was covered by Celestia's usual flowing mane. As Twilight moved closer, the eye seemed to track her. It was decidedly creepy.

"I wish Spike were here to take notes," she wished for the hundredth time since coming through the portal. Twilight hesitantly brought up one hoof, and tapped the statue on its nose. She jumped back, wings out, more than a little nervous. Thankfully, she didn't appear to have activated any death traps. Twilight giggled. "Stranger and stranger." She walked back over and touched one hoof to the cool mineral.

Only it wasn't cool. Twilight frowned. Perhaps she'd activated a trap after all- one that needed time build energy. She tried to pull her hoof away, but found that her leg was stuck to the crystal. "Hey!" she shouted. Twilight struggled to free herself, in the process getting her other hoof stuck as well. She looked up and saw, impossibly, the amethyst eye staring back. The statue seemed to loom above her.

 _MORE._

Twilight heard the voice, louder this time. It seemed to penetrate her skull. And it was coming from the statue.

The gems grew warmer, and Twilight's hooves sank into them. "No!" she cried out, pulling harder, so hard it felt like her shoulders would break. She tried to summon her magic, but only received a splitting headache for the trouble. Liquid crystal flowed up her forelegs unabated. "No!"

 _STOP STRUGGLING!_

Twilight froze momentarily as the voice flowed through her. Not because of any power it held; simply because there was emotion behind the words that staggered her. After a second, she went back to yanking on her own legs. But it was too late; the crystal was now starting to cover her torso. To her horror, Twilight noticed that the statue was coming apart. Faster and faster, it flowed forwards over her, until there was nothing holding her up.

Twilight fell onto her side and immediately started to thrash her whole body. It was easy at first, but grew progressively harder until it was like she was fighting, well, a rock. Soon, the substance of the statue covered her from horn to tail. She couldn't move. She couldn't _breathe._

 _ **There,**_ Twilight heard inside her head. _**Much better.**_

Quite suddenly, a white hot surge jolted Twilight. Her fur felt like it was being melted from her skin. She tried to scream- and was startled when, after a moment, her jaws opened wide. Sucking air, Twilight screamed her agony, even as she fought her way to her hooves. She got the sense that, were she not an alicorn, her flesh would have boiled away by now. She would have been consumed by the freakish device now covering her body.

Instead, Twilight stumbled across the floor, shrieking in pain from her searing dermis, and from the pressure now building in her head. At last, she could stand it no longer. Twilight's eyes flashed white; her back arched, and in one final scream, a bolt of pure power ripped from her horn, bathing the chamber in violet stars...

The sun grew closer to the horizon, bathing Canterlot High in orange light. Not enough to truly be called sunset, but getting there. Usually the students would have gone home by now, but a special assembly in the courtyard was keeping them all late. Disciplinary Committee members guarded the exit. Bulk Biceps and Rainbow Dash stood side by side on a makeshift stage. Behind them, Derpy was tied upside down to a workout bench.

Nervously, Bulk trotted up to a megaphone the AV club had installed. "Uh, testing?" he said into the near end. His voice echoed out across the city, so he continued. "YEAH! Twilight Sparkle- we got your friend up here. In one hour, we're gonna purge her for your crimes. 'Course, if you show up we won't have to. So quit hiding, and get you plot up here, so we can finish this, _YEAH!_ " Bulk backed away from the device, breathing heavily. He wasn't used to talking so much.

Rainbow frowned at him. "I dunno," she muttered. "Using a hostage seems kind of lame. It's _sooo_ overdone."

Bulk flinched. "Derpy's the only pony we know of who talked to Sparkle. We've got no other leads. If I want to keep my armor, I have to take care of her. What would you do?"

"I dunno! Something- not... lame," Rainbow finished lamely. She shook her head. "Whatever. Good luck with this plan; you're going to need it." With that, Rainbow flew up to the council tower, where Cadenza and the others waited.

Miss Swahli stood with several other teachers and staff, watching the barbaric event unfold. In a bored tone, the black-furred mare asked, "Is there nothing we can do?"

Miss Harshwhinny lowered her head. "Nothing. Cadenza's mother owns the school, the grounds, the clothes on our backs. For that, the princess rules us all."

As the hour mark grew closer, the students began to fidget and complain. They wanted to go home. It seemed obvious the new filly wasn't going to show up. Even Derpy had gotten weary enough that she was taking a nap.

"Wake up!" Bulk slammed a hoof into the bench, jolting her out of it.

Derpy yawned. "'Ooh! I think my wings are getting cramped."

The larger pegasus rolled his eyes. "Right. Let's get this over with. Bring out the vat!"

The school doors slammed open, and the lunch-mares pushed out an enormous vat of boiling liquid. The students quickly stepped back. Bulk waited until the vat was right next to the stage, then held up a metal basket full of hay fries. Slowly, he lowered it into the vat. Instantly, the liquid went from clear to yellow and sizzled louder. The students murmured apprehensively as Bulk lifted the basket out of the vat, showing them the perfectly fried hay.

"He's going to fry her!" one pony shouted, and the cry was taken up by the rest of the audience. Soon, every pony there knew what was about to happen. Even Derpy.

"Get back everypony!" she shouted. "That oil will splash everywhere when they drop me in. You'll all be burned!" That didn't seem to deter them; the ponies shoved closer, trying to get a better look.

Rainbow nudged Shining Armor. "That filly is either really brave or really, _really_ dumb." He nodded in agreement.

One pony in the crowd was more eager to get to the front than most, though for far different reasons. Dinky squeezed herself between a pair of cheering earth ponies. "Move it, you mud brains!" she hissed. "Hang on Derpy, I'm coming for-"

A hoof was suddenly blocking Dinky's path, very much on purpose. She was about to give a mouthful to the pony holding her back when she realized: the leg the hoof was attached to was covered diamond. Beneath the layer of jewels was soft purple fur. Dinky looked up, and Twilight shook her head firmly.

And then Twilight leaped over the audience with enough force for the back draft to knock them over; she ran across their heads so swiftly that most never realized she'd touched them. Cloak billowing behind her, she charged the stage, sword in hoof. Twilight surged forward and landed on Derpy's bench. Her sword shattered the restraints instantly, and Twilight plucked up her new friend. "Thank you, Twilight!" the pegasus gasped.

"Hold on," Twilight warned. She jumped _backwards_ as a group of one-stones tried to tackle them. The pair flipped to safety, but their attackers tumbled sideways into the frying oil. Their armor seemed to prevent it from seriously injuring them, but they all screamed in pain and ran off. Twilight didn't care. She landed center stage, Derpy riding on her back. Twilight set her down.

"I'm glad you came back!" Bulk Biceps grinned. He dropped his weights to the wooden floor, the chains rattling.

Twilight snorted. "I wasn't planning on hurting you. But you used my _friend_ against me. That's not something I can forgive." Her admonishment didn't seem to faze him, so she continued: "If you want to fight, well, okay. I'll fight you; but it's just me. No pony else should get hurt!"

"Fine by me," Bulk shrugged. "I'll try to make it quick."

A hush fell over the crowd as the two opponents faced off. "You can do it, Twilight!" Derpy called.

Bulk bellowed, and charged forward on all fours. The weights dragged, tearing two furrows into the wood. At the last second, the charge turned into a jump-and-spin move, and the chains whipped forwards. Twilight jumped between them without missing a beat. "Stay still!" Bulk complained. He drew the chains back and caught the weights in his hooves. Wielding them like boxing gloves, he dropped down and hit Twilight in the chest- over, and over, and over again. The blows sent Twilight skidding backwards, but she never made a sound. "YEAH! You like that?" Bulk pronked away from her and tossed a weight right at Twilight's face. Reacting quicker than should have been possible, she ducked- and the metal tore her cloak away.

The students gasped when the fabric was gone. Twilight grimaced at their reaction. This really hadn't been her choice.

She was covered in gemstones from head to hoof, a sort of armor that shimmered transparently. Diamond made up the majority of the outfit; emeralds, sapphires, and rose quartz flowed down her back and wings, which they could all see clearly for the first time. A large amethyst shone brightly on the left side of her chest, and corundum was laced through her greaves and helm.

"What are- You're an alicorn?" Bulk stammered.

"Not important!"

"Of course it is! Your not just some rebel student; you're a traitor to the whole country!"

"What?"

"The punishment for treason is death anyways," Bulk mused to himself. "So I have to do it. It's my civic duty!"

"What are you muttering about?"

"Yeah," Bulk decided, recovering now. "Yeah, I'm going to _end_ you!"

Twilight was hopelessly confused at this point. "Are you even speaking standard Equestrian now?"

Bulk Biceps flexed his whole body, and the chains that covered him snapped like twine. "BEHOLD!" he roared. His muscled swelled with veins. "THE TRUE POWER OF MY TWO-STONE, BODY-BUILDING SPEC _MAGE ARMOR! YEAH!_ " Studded leather straps just barely holding themselves together over top of muscle, Bulk was quite literally pulsing with power. The shredded chains coiled around his forelegs and hooves, fusing with the metal that was already there. In a flash of light, he was holding barbells that must have weighed over a hundred pounds, connected to him by chains that could have anchored a battleship. "I HAVE TO HOLD MYSELF BACK WHEN I COMPETE; OTHERWISE, OTHER PONIES JUST FEEL INADEQUATE! I AM THE PERFECTION OF STALLIONHOOD, _YEAH!_ "

Twilight scratched at her head with one hoof. Maybe she was unusual for a mare, but the throbbing veins and all that weren't getting her excited in _that way_. "You um- wow. I mean, impressive!"

"I KNOW!" Bulk's voice rumbled through the floorboards. He stepped forward, and the stage cracked a little beneath him. "NOW GET READY TO DIE!"

"I should probably be terrified, but I'm already over that," Twilight muttered. "Let's do this!"

Bulk strained his body as hard as possible, and hurled the anvil of a weight towards Twilight, with the force of a rocket going into space! She didn't bother dodging it; not out of some nihilistic surrender though. Twilight looked Bulk Biceps directly in the eye as his weapon smashed against her chest.

Everypony cried out in empathetic pain, but Twilight stayed silent. Her hooves dug into the wood as the force of impact pushed her backwards. The weight sparked against her armor, but Twilight was completely unscathed. Murmurs began to spread as she slowed down. She ground to a halt just as her rear hooves felt the first bit of empty air between them. The barbell clattered to the floor.

"What the hay?"

Twilight couldn't help smirking. "Simple physics; I already know a little of what my armor can do. Based on Equestrian muscle density, your size, and the magical aura surrounding you, I knew you couldn't hit me hard enough to even leave a scratch! But maybe you want to try again?"

Bulk's eye twitched. "N-no, it... it can't be possible!" He jumped forwards until he was right in front of her, a mountain of flesh. He picked up a weight in each hoof and began hitting her again; but his blows just glanced off her armor. It looked ridiculous, especially since he was more than twice her size!

"Sorry about this," Twilight shrugged. "But you're just an obstacle."

The council members all gaped downward. The pink one was spasming almost out of control. "So not only is she an alicorn, she's got a mage armor too?"

Her companion, the yellow pegasus, closed her eyes and concentrated. "I don't _think_ its a mage armor; at least, it doesn't feel like one..."

Cadenza herself said nothing. Her expression was impossible to read- one corner of her mouth twitched upwards, like she wanted to smile, but her eyes were steely.

"I knew you could do it Twilight!" Derpy clapped her hooves together excitedly. "You rock that crazy outfit!"

Dinky wormed her way closer just in time to hear her sister. "Enough with the puns!" she groaned.

Bulk Biceps didn't give up. He kept pounding on Twilight until he was panting with exhaustion, and sagging towards the ground. At that point, the alicorn put out one hoof and shove him backwards. The giant topped onto his haunches. "Done yet?"

"Never!" he growled.

"Oh, good. I'd hate to think I dragged this all the way here for nothing." Twilight gripped her sword tighter, and concentrated. Light flowed from her horn down over her armor, until the entire crystal suit shown. Energized, Twilight jumped forward, dodging a tired swing from Bulk. "One hundred pounds!" she called out, putting the much force behind her hoof as she slammed the sword's hilt into Bulk's skull. Thick as it was, the blow rattled him so hard his eyes spun. "Two hundred pounds!" She turned the blade over and slammed it, dull side first, into his gut. The tip shredded the straps across his trunk. "And five _hundred_ pounds!" Twilight slammed the hilt into the underside of Bulk's chin with both hooves. The force was so great that he flipped into the air; the tiny wings protruding from his back did little to slow him down. Bulk hit the stage with a spray of blood and teeth.

Twilight checked to make certain that she hadn't accidentally underestimated anything, then lit her horn again. A sheath of magic formed over her blade, and then soaked into it. The edge appeared sharper than ever. "To finish," Twilight smiled brilliantly, "A one-thousand pound piercing blow!" She dove forward as Bulk struggled, sluggishly, to right his body. Twilight's augmented wings hurled her through the air, and her sword parted metal and leather like tissue in rain. The mage armor exploded into fragments of alloy and crystal.

 _ **Kesshi Soshitsu!**_ Twilight heard in her ear, but there was no pony nearby.

High above, the commanders struggled to pick their jaws off the ground. "Impossible!" Shining Armor's eyes bulged from his head.

"Howza wowza, you were right!" the pink one shrieked.

The yellow pegasus frowned. "Her blade really is powerful."

Cadenza slowly shook her head. The others didn't see it, but she could. From the remnants of Bulk Biceps' armor, a small wisp, like breath on a cold winter's day, drifted towards Twilight's armor. It was sucked inside, and the crystals glowed brighter. Her eyes widened with recognition. "No- it isn't her blade."

Twilight was not done yet. She wedged her sword under Bulk, then hauled upwards with all her strength. Blood boiling, she took careful aim. "Time to... finish you... off!" she shouted, and launched the unconscious mound of flesh into the air.

Straight at Princess Cadenza.

A wall of one-stones immediately leaped upwards to protect the princess. Bulk's body slammed into them, and blood sprayed from his mangled jaw. In a flurry of movement, Cadenza's lieutenants shoved themselves in front of her, blocking the foul liquid with their own bodies. But it wasn't enough.

A single streak of red shot past Canterlot's elite and splattered on Cadenza's cheek. Everypony halted. Shining Armor let out a gasp.

Slowly, Cadenza reached up and wiped away the offending fluid.

"How dare you!" Rainbow burst out. She shot into a dive towards the stage.

"STAND DOWN!"

Rainbow looked up at the princess in shock. "B-but-"

"New filly," Cadenza glared past her as if she hadn't spoken. "How did that armor find its way into your hooves?"

Twilight had been doubled over, recovering from the fight. But she forced herself upright. Spotting the megaphone out the corner of her eye, she bucked it with one hind leg, and caught it in her magic as it flipped forward. "It was left for me, by my old teacher," she said quietly.

Cadenza raised and eyebrow. "Is that so?"

"Yep." Twilight kept the megaphone levitating, and raised her sword in her hoof. She kept raising it, until it pointed directly at the princess. "The same one who gave me these wings and this weapon! Now, I want to know who has the other half. And you're going to tell me-" The two mares locked eyes, identical shades of lavender. "Mi Amore Cadenza!" Twilight snarled.


	2. What Lies Within

Twilight Sparkle slowly stood up on the destroyed stage. The assembled ponies of Canterlot High watched with bated breath. But Twilight had eyes only for one. Princess Cadenza stood behind her Elite Four commanders, atop the school's highest tower. A strong breeze blew over the mountain top.

Twilight bucked the megaphone she knew was behind her forwards, and caught it in her magic. She would have caught it in her hoof to save energy, but it was occupied with holding her sword. She pointed it up at the princess, golden filigree gleaming. "This blade," she announced, "Is only half a weapon. The other half was stolen from me. And now, I'd like you to tell me... who the pony is that did it!" Twilight's voice turned into a growl. "Mi Amore _Cadenza._ "

The two alicorns stared at one another for a long moment, manes and tails tossing in the wind. Cadenza's calm was the only reason that her companions- particularly Rainbow Dash- did not tear Twilight to shreds. None of them were able to see just how fragile that calm was. "Your name is Twilight Sparkle, yes?" she said at last. Then, with more conviction: "Then that sword must actually be one of the Elements of Harmony."

Twilight faltered. Everything she'd learned so far of this world said that harmony magic was virtually unknown. The Elements themselves didn't even appear in the stories of the two sisters! She managed to catch the megaphone in her magic before it hit the floor, though barely. "H-how do you know that?" she asked Cadenza. Suddenly, a wave of pain and exhaustion flooded through her. Twilight crumpled towards the floor, leaning on her blade for support. The megaphone actually clattered away this time. "Now what?"

 _ **You've used up too much magic,**_ a voice whispered in her ear. The same voice Twilight had heard in the secret basement.

"I thought you wanted magic?" Twilight whispered through grit teeth.

 _ **I require it, yes. But with all I have taken, you will lose consciousness in approximately four and one-half minutes.**_

"Why didn't you say something earlier!" Twilight hissed. "It'll be hard enough to get out of here without using magic. Can't we just teleport?"

Her crystalline armor shuddered. _**Unfortunately, that much effort would likely**_ **kill** _ **you.**_

"Fine," she grumbled. "Then we find another way." On one side of the stage, she spied a lever. Why it was there, she wasn't sure. But if it did what she thought...

Cadenza had observed the one-sided conversation without a word. But a slight hint of a smirk crossed her muzzle.

Twilight turned her attention upwards and tossed off a jaunty salute with her sword. "Until next time," she smiled, trying to pass it off as confidence. "We'll finish it then!" Hoping she'd guessed correctly, Twilight grabbed up the remains of her traveling cloak, shredded in the fight against Bulk Biceps, and twirled it above her. She dropped the cloth and yanked the level.

The ponies all gasped as the cloak floated down to the stage, apparently nothing underneath. The murmurs began. Somehow, Twilight Sparkle had disappeared.

"Find her!" a one-stone called out, and the ponies began a shoving match trying to search.

"There!" another pointed. The crowd turned to see Twilight sneaking along the wall, towards the exit. The alicorn paused for only a moment, then ran. That trapdoor trick didn't work for long.

Behind her, she heard Rainbow Dash snap, "After her! She's getting away!"

But before the pegasus could fly off, Cadenza slammed her hoof down. The _Clack!_ echoed across the courtyard. "Don't bother," she said. "She'll be back soon enough."

"But- but your highness-"

"Leave her be!" Cadenza spread her wings, bathing the ponies below in radiant pink light. "We have other matters to attend to."

Rainbow shielded her eyes from the glare, but nodded. "As you wish, Princess."

Princess Cadenza sighed as she sank into her padded throne. Relaxation, at last. Sitting alone in the dark, she pondered what had just transpired. It was... unexpected. Intrusive to her plans. But not unusable.

She would have to move swiftly, of course. Things at CHS might get tricky for a while, and there was every possibility for her to fail. _But what's life without risk?_ she thought, smiling.

Her dragon waddled in from the kitchen, pushing an adorably small cart. "Your tea, Princess Cadenza!" he announced. "Sorry, it's a little hot." He poured her a cup of the simmering liquid, which she sipped carefully. Finding it to her liking, the princess leaned back once more.

"So," she murmured out loud. "The new filly has an Element." The smile turned into a smug smirk, for it was not Twilight's _sword_ she was thinking of...

Pony la Pony  
Chapter 2: What Lies Within

The evening train hissed to a stop in Canterlot's lowest district. Having traversed the city twice now, the conductor was fed up with waiting for one of the passengers to get off. To no one's protests, he picked the strange mare up by her wings- _Wait, is she an alicorn? No, that's impossible! I must be tired._ \- and threw her onto the ground. She lay there, unconscious or dead, he didn't care which. "All aboard!" he called, just in case anyone else wanted to make his last hour on the clock miserable. No one appeared, so he shrugged and motioned for the engineer to restart moving.

Minutes later, a filly wandered out of the dilapidated buildings. She spied Twilight's unconscious body and scurried over. "Holy frijoles," Dinky muttered. She hesitated a moment, then grabbed hold of the larger mare and began pulling her away. And if her hoof happened to slide into Twilight's saddlebag and come out with a coin pouch, well, that was just payment for a good deed.

Twilight slowly opened her eyes. Everything was fuzzy- what did she do last night? Had she gotten fed up with Rainbow and Pinkie's begging, and let them take her out again? Oh, she hoped not. She did not want to be rushing to the toilet every five minutes.

Muffled voices filtered into her ears.

"-You thinking? We can't just keep her here!"

"No pony's going to come looking for her in this part of town. Besides, if I left her somepony else would've hurt her or something."

Twilight moaned. Her whole body felt like one giant bruise.

"I think she's coming around," one of the voices said. A hoof touched her shoulder, which felt like a branding iron. "Twilight? Are you okay?"

Twilight jerked away from the pain, only to feel it worse from the sudden movement. Forcing it down, she scrambled to her hooves and swept her wings to the sides. Blankets and pillows flew. She lashed out at the nearest pony, knocking him on his haunches. The others backed away. "Where am I?" she demanded. "What's going on? Spike!" she called for her number one assistant. "Spike!"

"Twilight!" one of the ponies made a 'calm down' gesture. "It's me; it's Derpy."

"Derpy?" Twilight shook her head. "What-" Neurons finally reconnected, and knowledge flooded through. "Horse-apples!" she exclaimed. "I'm _sooo_ sorry."

The pegasus just smiled. "It's okay. Right Dad?"

The stallion dabbed away his bloodied nose. "Eeyup," he muttered. Twilight recognized his voice and cutie mark. It was Big Macintosh Apple- or at least, a version of him. He was Derpy's father? _Makes about as much sense as anything else in this world,_ Twilight decided.

"I gotta say," Big Mac said, "That's a heck of a right you got there, miss."

"Uh- thank you?"

"Oh, she's just being modest," Derpy assured her father. "You should've seen her up at the school. She stared down those Elites like it was nothing!"

"And covered in rocks, too!" Dinky chimed in. "It takes a crazy pony to fight like that."

"Well-"

"You did good, little lady. Anypony who risks her life for my kin is kin to me." Big Mac finally got up, smiling. "And kinfolk eat dinner together."

"That's right!" a fourth voice joined in, and Twilight was only marginally surprised to see Cheerilee walk in from the other room. "Supper's almost ready, so if Twilight is feeling up to it, I'd be honored to have her join us."

Twilight wasn't sure what to say. Was she up for it? Not really. She still hurt, and what she wanted to do more than anything was lie down and sleep. But as she looked at the four eager faces, she couldn't bring herself to disappoint them.

"Okay," she relented. "Let's eat!"

Dinner was eaten at a small, rickety table that overflowed with a mountain of food. At least, that's what Twilight assumed it was supposed to be. She was no connoisseur, but the stuff was unrecognizable as anything she'd normally eat.

So instead of immediately digging in, Twilight instead took stock of her wounds. Somepony had bandaged her up, which was nice. Prodding her torso, she felt a slight crack in her ribs. Ouch. There were several lumps on her head. One of those was probably to blame for her confusion earlier. Her skin still felt like it was on fire from all the bruising, but she could handle that.

Actually, Twilight was surprised she wasn't worse. It appeared to be only a few hours later in the evening; alicorns healed, but not quite that fast.

"Daddy and I are the ones who fixed you up," Derpy noticed where her attention was. "We've gotten pretty good at healing around here."

"Are you studying to become a doctor?"

Derpy laughed. "Oh, no. But Dad gets hurt a lot in the underground fights-"

"What!" Twilight couldn't help her shock.

"-So I learned to stitch and rub ointment and all that yucky stuff," Derpy continued.

"Can we just go back up to the subject of _underground fights?_ " Twilight was rather aghast at the notion.

"S' good money," Big Mac said, a little defensively. "Ain't like ah can find work buckin' apples round these parts."

Twilight supposed that was true. But still... "What about your wife? Doesn't she work at the school?"

"I used to." Cheerilee came out of the tiny kitchen with yet another platter of mystery food. "But they downsized months ago. Truth be told, I was glad not to have to go up there anymore."

"Oh, Mom, it isn't that bad." Derpy busied herself with piling edibles onto her plate.

"I still worry, dear. And as a teacher, I was in no position to help." She then noticed that Twilight had not put anything on her plate. "Aren't you hungry?"

"Starving. I just-"

"Don't worry," Derpy smiled. "My Mom's a great cook. It might not look the best, but everything tastes amazing! We've got some fritters, some pot pies, some creamy soup..."

Twilight's mouth began to water. It did all smell good... She tried to pick up a fritter in her magic, and instantly regretted it. "Ouch!" Twilight slapped a hoof to her temple. Five minutes of being able to use magic, and she forgot what a literal pain it was here. Sighing, she carefully used her hooves to pick up the utensils, and dragged pieces of the meal onto her plate.

In the time it took her to do that, Dinky had dived into her mound of food face-first. She surfaced just long enough to moan, "Sooo gooood!" And then she disappeared again.

Quite suddenly, the door slammed open, and an earth pony stumbled in. She had a purple-ish coat similar to Cheerilee, and a mixture of fresh fruits for her cutie mark. She held a bottle in one hoof and smelled like a sun-baked vineyard. " _Hic_ , hey everypony!" she shouted. "Ooh, fritters!" The mare collapsed against Twilight, who recoiled. She didn't seem to care, just kept shoveling fried bits into her muzzle.

Derpy grimaced. "Bad Berry Punch! You sit over here!" She dragged the earth pony away, but Berry Punch simply leaned over and kept eating from Twilight's plate.

"That's our aunt Berry Punch," Dinky offered. "She's a bit odd, but you'll get used to her." Berry Punch let loose a belch that rattled a window and filled the whole room with the smell of rotten grapes. Dinky scrunched up her nose. "Eventually," she clarified.

Big Mac finally managed to pull Berry Punch back into the seat beside Derpy, even giving her a personal plate to slobber all over- or pass out into, that was okay too. Twilight winced a little at the sound of skull hitting porcelain though. Her own was still quite sensitive.

"Eat up," Big Mac encouraged. "Yer still lookin' a mite pale." He helpfully added another stack of fritters to her plate. Twilight looked around at the five ponies, inhaling food like they hadn't eaten in a weak.. How on earth Dinky remained as skinny as she did, Twilight didn't have a clue.

Hesitantly, she picked up a fritter. It smelled of oil and spice. Her stomach growled. Twilight took a bite.

Her eyes instantly glazed over. This was... this was... oh, Celestia, it was heaven! Twilight shoved the rest of it into her mouth. Her tongue scorched, but it was _worth it_. She discarded her table manners and set about filling her muzzle with heavy, gooey goodness. When her plate was empty, Twilight filled it again, and again, and again. Dinky was right. _Sooo gooood,_ she thought, smiling.

Cadenza decided she liked the view from this window. While it didn't have the large panorama of her private chambers, here she could look out upon her squalid city and be reminded of what was truly important.

Of course, she couldn't look at it forever.

Rainbow Dash knocked on the door, then stuck her head in. "They're ready for you, your highness."

"I will be right out."

Cadenza took another moment to smooth her hair. Her reflection in the window looked confident, unbeatable. With practiced ease, a smile slid onto her face. Only five ponies in the entire world- and one dragon- had ever seen behind that smile. Sometimes, they said they preferred the smile. "Typical," Cadenza whispered. Nevertheless, having made herself presentable, she stepped out the door.

And onto a rather massive factory floor. At least, that's what it looked like. The enormous chamber had been hollowed out of the mountain from ancient crystal mines, providing them with all the raw materials they required. At first. Over time, they'd expanded, and more had to be brought in. But the space still had its uses.

Dozens of ponies were lined up on catwalks and balconies. Machines had been shut down. Everything was on pause for this very special visit.

Three mares stood on the ground floor with Cadenza. Rainbow Dash, naturally, stuck close to her princess. Another pegasus, with a lighter blue coat and a golden mane, lounged next to her. And a white unicorn with a violet mane. They were all waiting for her.

"Thank you all," Cadenza began. She cleared her throat. "I understand the frustrations delays can bring. We have faced many, recently. But we endure.

"The masses look to us at Canterlot High for answers and comfort. They are mere animals, pretending at being true ponies. Made complacent by the establishment. But we are not like that, are we?" The rhetorical question echoed off the walls. Cadenza allowed her gaze to wander through the space. Industrial sewing machines, vats of molten metal, jewel cutting stations; the place was both eclectic and organized. It had but one purpose. "The mage armors produced here will be our tools. With them, we shall carve a new path for Equestria's future.

"I have always admired our country's history. It is filled with violence: warring tribes, chaos demons, empires of shadows. Few ponies care to learn of the mistakes of the past, and so are doomed to repeat them. But not in this school. The students of Canterlot will face the future with eyes unhindered. Our hearts and minds made ready. But our bodies must be _just as_ ready. Which is where you, the Crafts Club, come in. We are ready to fight, but without your efforts, we will never be able to. I ask much of you, I know. But I know you can do it." Cadenza breathed out slowly. "Take care as you work," she finished.

The ponies cheered, then quickly returned to their stations, working with renewed vigor. The place practically hummed with energy. Cadenza's smile became more genuine as she led the three mares back into the smaller room. Inspiring others was one of the more enjoyable things she used her power for these days.

"That went well," the unicorn remarked. "Though I still think, with the proper dress-"

"Another time," Cadenza cut her off. "Is it ready?"

She nodded. "And I must say, it seems like some of my better work."

Cadenza turned to the two pegasi. At a nudge from Rainbow, the second stepped forward. "Cloud Buster Club President Lightning Dust; Senior Class T, reporting."

Cadenza nodded, though the pegasus' tone was grating. Truly arrogant. Perfect for this. "Are you ready for the Baltimare Inter-League match?"

"Yes ma'am. My fliers are training harder than ever to win. Those Eastern mudlickers will feel the might of Canterlot High! And you, Princess," she added swiftly. "They'll be shaking in their horseshoes."

Rainbow frowned in Cadenza's direction. Her eyes seemed to ask, _Are you sure about this?_ "It's been harder than usual to hide our real goal. Rumors are starting to spread about just how much influence Canterlot has over other schools. We _need_ a win here."

Lightning waved her off. "Please. This'll be _easy_."

"No doubt," Cadenza agreed. "But, just in case, I have a gift for you." The white unicorn dragged out a pony-quin hidden in the room's corner. "Cloud-spec. Athleticism-Enhancing. Specially fitted. For _you_."

Lightning's eyes became wide. She took in the smooth but bulky design, the sharp edges. "F-for me? My own _two-stone_ armor?" She actually sounded surprised. "Thank you, your highness!"

"Just see to it you don't fail," Cadenza said coldly. She needed Lightning to understand: this gift was not something she'd earned yet.

To the mare's credit, she seemed eager to prove otherwise. "There'll be no doubt now. Canterlot High will train harder than ever. Come Tuesday, we'll win. Whatever the cost!"

Cadenza nodded appreciatively. The next phase was unfolding fabulously.

The princess sat back in her throne, sipping the latest cup of tea her dragon had brought her. Unusually, he stuck by her throne for a moment. "Princess Cadenza," he asked hesitantly, "Why don't _you_ wear a mage armor? You definitely deserve one."

She considered the question. It was not actually something that had come up before. "I have my own blade," she said at last. "That is enough."

He didn't seem satisfied with that. "Your Elite Four aren't always going to be there. And it's not like I'm much protection against somepony who wants to hurt you."

"Don't be modest. You're a _dragon_."

"I just mean, there's more you could do to keep yourself safe. Then again," he smirked, "Maybe it's actually the armor that doesn't deserve _you_." They laughed, but in the back of her mind, Cadenza felt an old itch. There was something out there, something more powerful than even a three-stone armor, which she could have. He had meant the words only to flatter her, but perhaps there was something there. Perhaps she deserved an armor better than this school could provide.

It was strange. Twilight lifted the garment up, examining it from every angle. Her armor had transformed; it was no longer pure crystal, but instead a layer of gemstones over top normal cloth. It was unlike any proper outfit she'd ever seen, and yet it worked. She could wear it without looking like a complete dork all the time.

Which, okay, she didn't need much help with.

Twilight sighed and set the mysterious garment back onto the table. Its transfiguration was just another mystery she'd have to solve. Later. She needed sleep.

Twilight collapsed onto the straw mat Cheerilee had provided for her- which Berry Punch had nibbled on like she was still hungry- and tried to clear the thoughts from her head. It wasn't easy. The room was small, the walls were thin. She could hear the entire family snoring in the next room. This house wasn't exactly built comfortably.

On top of that, Twilight had more than enough to think about. The battle, the missing half of her Element, this crazy family she was now bunking with; the list went on. _Lists,_ she thought. _I like lists. I should make a list of everything bothering me._ Number one, Twilight decided, was that armor-turned-dress on her table. _Maybe if I talk to it some more..._

"Hey," she whispered. "Hey, are you awake?"

She waited. Nothing.

No soft voice, whispering advice in her ear. Twilight sighed. Maybe she'd imagined it. She'd been running on pain induced adrenaline, with little sleep and even less food. Hallucinations would not be out of the question. And she had missed her teacher's advice so much the last month. Hearing her voice again, even if it wasn't her, was welcome.

Twilight sighed again and rolled over. "I just wish I knew what you were, Cell..." she murmured.

STOP STRUGGLING!

 _Under the crystal covering her, Twilight was in agony. Her fur seemed like it was on fire; she tried to scream, straining her jaw. To her surprise, the rocks parted, allowing her to suck air. Twilight gulped sweet relief before putting it to good use, howling her torment. She pushed herself upright, but the pressure inside her head was too much. Twilight arched her back; unbidden, her eyes flashed white, and magic shot out of her horn in a stream of stars._

 _When the light show faded and she could think again, Twilight could only stare at her body. She was still covered head to hoof in hard crystal, but now it was jointed and segmented like ancient pony armor. She still shouldn't have been able to move, by the weight alone, and yet Twilight could scarcely feel it. Stranger still, for the first time since arriving in this world, she felt magic humming throughout her body, ready to be accessed at a moment's notice. Twilight stumbled around until she found a flat piece of metal, like somepony's attempt at a shield, and stared at her reflection._

 _Most of her body was sheathed in shimmering diamonds, even her neck. The greaves, helmet, and plackart were swirled through with corundum. And the cuirass extended outward slightly, into a pair of rondel plates. The left plate held a dark amethyst stone- though it might have been alexandrite, gems were not really her thing- which seemed to follow her every move. The right was a veritable rainbow of colors, which flowed down her back and over her wings, extending the feathers into razor shards. "What the- what_ are _you?" Twilight asked._

 **I am simply... what I am.**

" _Gah!" Twilight couldn't help but be startled by the voice. She wasn't used to there being more than one of those in her head. And it was startlingly familiar. "You can talk!"_

 **Yes, I can. I don't think I could do that before.**

" _What? What do you mean?"_

 **I- I can't remember,** _the voice said, sounding surprised._ **Is that strange?**

" _Yes!" Twilight grabbed hold of the chest plates as hard as she could and pulled. "Not remembering is strange. Talking is strange! You being on me is strange, but that's okay because your going to- ungh!" Twilight pulled harder. "Why- won't- you- come- off!" She started to flap her wings, hovering just above the ground. "Let go, N-"_

Wh-sh-CHNK!

 _Twilight blinked, clearing dust form her eyes. What the hay? She looked down and say that she was still hovering- next to the ceiling, which had a crater in it outlining her body. "Starswirl's bells," she whispered. "How-"_

 **This- this is my power,** _she heard. Twilight glanced down at the armor, at the purple crystal on her chest._ **Your magic awakened me... and now I have made you stronger.**

 _Cautiously, Twilight spread her wings and began to glide back to the floor. She shifted only her primary feathers, not wanting to careen off the walls. "How is this possible?" she asked._

 _The armor did not answer immediately. But finally:_ **I remember being made. There was... a being. One who looked much like you. But also like myself. She wore golden jewelry, and had upon her backside the mark of the sun.** _Twilight's breath caught in her throat. Could it be? The armor continued._ **She told me that I would be needed. That I was to help the one who found me. That I was to give them access to all of the power I could. And so I am.**

 _It was a long moment before Twilight trusted herself to speak. Her teacher hadn't given up on her yet! They had sent help! "Do- do you have a name?" she asked._

 **A name?**

" _Everypony needs a name." Twilight settled back down onto all four hooves, right next to where her cloak and bags had landed. "My name is Twilight Sparkle. I think- I think the pony who made you was Celestia, my teacher."_

 **Celestia,** _it mused._ **That sounds... right. Like it belongs to me. Could that be my name as well? Can there be two beings with identical names?**

" _Sure," Twilight agreed. "Me and my mother shared a part of our name. Lots of ponies share names. Though," she considered, "If I just call you Celestia, that could get confusing. Bad enough you sound like her."_

 **I do?**

" _Yes." Twilight picked up her cloak and covered herself with it. She wasn't surprised to find that it was still damp. "I'll call you Cell," she decided._

 **Cell,** _Cell pondered._ **I suppose it will do.**

" _Glad you agree." Twilight carefully slung her bags over her back, but pulled her sword from them. "Now that that's sorted, do you have any ideas about how to get information out of powerful and stubborn ponies?"_

 **Diplomacy is not something I have had much opportunity to study,** _Cell said slowly. Twilight could almost imagine that the crystal eye was rolling._

 _She shrugged. "Well, you've increased my powers so much I don't think it'll be a problem. I don't feel any dark magic in me, which means you're probably not going to turn me evil."_

 **I will not turn you evil.**

" _Then I'm going out there, and finishing what I started." Twilight sized up the hole in the roof. With gritted teeth, she spread her wings and took flight. She soared upwards in the blink of an eye, smashing through the solid oak of the trapdoor without a problem. Twilight whooped, enjoying the powerful feeling once more. "Here I come, Mi Amore Cadenza!"_

The dream of the memory faded away, and Twilight opened her eyes to see bright sunshine streaming through the window. She'd been out for a while. She yawned.

Twilight forced herself to move. She wasn't going to do anypony any good stuck in bed. For the most part, she seemed to have healed, though her entire body was sore. Twilight shook straw from her fur and was dismayed to see some feathers drop out as well. _Note to self: preen,_ she thought.

Her armor was exactly as Twilight had left it last night. The garment lay lifeless on the small table. "We'll do better today," she promised. Twilight gently slipped herself into the gem-covered cloth. It didn't look bad at all; she pulled off white rather well. Dressed properly, she opened the door to face the day.

And was greeted with utter pandemonium.

Five ponies stumbled and bounced around the tiny house, eating their breakfasts, getting dressed, and brushing their teeth all at the same time. Whenever two of them collided, which was often, food or toothpaste spittle sprayed the walls. Twilight watched Berry Punch trip and fall. She didn't get back up, instead rolled over and yawned. And promptly got a hoof stuck in her muzzle as Big Mac wasn't looking where he was going, and both of them tumbled. It was chaos.

After another moment, Twilight had enough. "Everypony FREEZE!" she shouted. At the same time, she tried to cast an Immobilize spell. To her surprise, it didn't come easily the way she thought it would. Twilight concentrated, forcing the magic outward, and managed to gab hold of all five ponies just long enough for them to stop.

"Oh, good morning Twilight!" Derpy said cheerfully. "You look very pretty in that dress. Is there a ball?"

Twilight slowly raised a hoof and dragged it down across her face, so hard it felt like she might leave a bruise. "No, there's no ball." She stared at the mess that had been the kitchen and dining area. "What is everypony _doing?_ "

"Getting ready for school, of course." Derpy popped herself out from between the others, then began untangling her family. "I can't be late again, or else I'll be expelled."

Twilight looked up at the clock. "And what time does school actually start?" One of many things she hadn't learned yesterday.

"At eight."

"It's seven forty-seven."

"Ohmigosh!" Derpy forgot about her family and swooped over to the counter, where their saddlebags were laying. She plucked them up in her mouth. "Rrrum uhn Mmry-yyyh!"

Before Twilight could move, Derpy flew over and shoved her through the door. They tumbled across the hard ground in a ball of dust and pain for several seconds before finally falling apart. Twilight got to her hooves and shook the dirt from her mane. "Was that- _cough!_ \- really necessary?"

"Yessiree!" Derpy popped upright. She'd managed to pull her school uniform from her saddlebag and put it on in the time it took for Twilight to recover, something the alicorn would have thought impossible. "The tram comes at seven fifty, no delays. If we're not on it, we'd definitely be getting to school late and be expelled."

Twilight looked down and saw the tracks right in front of them. Another foot, and they'd have fallen in. Twilight looked downhill. A large box shape was climbing towards them. In exactly one minute twelve seconds, if her calculations were correct, it would reach their level.

Her calculations were correct.

Twilight found herself enjoying the ride up to school. The tram wasn't as fast as a train, but it was far better than the walking she did yesterday. Twice. That net was annoying. But, she noticed, it was designed for ponies. Smaller creatures, like the swarm of Parasprites she just noticed, could slip inside easily. A moment later, the vermin zipped back out of the city; the swarm was easily twice as big, and it was followed by angry shouts.

A moment later they passed out of the slums and into the middle class district. Sturdy wood houses made Twilight feel almost at home- were it not for the shadows of the massive power plants. Still... "There's a large gap between the rich ponies and the poor ponies here, huh?"

Derpy nodded. "Housing in the city is based on how the students do in school. The higher you are in the council's hierarchy, the better off your family is."

Twilight could only stare. Derpy seemed to take that as a lack of understanding. "You get good grades," she said slowly, "And you join a respected club, and you and your family get to live in a fancy house."

"No, I get it," Twilight told her. "It just seems... wrong. What if a club won't let you join? What if you make an honest mistake and your grade slips?"

"Then you get tossed out."

Twilight's mouth felt dry. "Yesterday I beat Bulk Biceps and humiliated him in front of the whole school. Is he-"

"Oh, he'll be fine," Derpy assured her. "He won't get his title back right away, but once he's out of the infirmary he'll climb the ranks before they even have a chance to downgrade him."

"I see." Twilight mulled it over a moment. "It seems to me that there's some kind of double standard with that policy. If you start out on the bottom, it's hard to get on top. But if you start out on top, it's easy to stay there."

"That sounds about right."

"Derpy," Twilight asked very seriously, "Have you _ever_ come close to being a top-tier student?"

"Mmm... no. I don't do too bad in class, but I'm not much for after school activities. That's okay though," she added. "Me and my family are happy."

"But think how much happier you'd be if that unfair rule wasn't around- your dad wouldn't have to beat ponies up for money, your mom could cook real food-"

"You should drop it."

"But-"

"I said _drop it!_ " Derpy cried. Twilight backed up a step. "I'm sorry," the pegasus breathed. "I just- we're okay, you know? Everything is good. We're good."

"I- yeah. All right." Twilight breathed out as Derpy turned away. She filed the outburst away under 'do not bring up ever again'.

At the same time, Twilight recalled her time at Celestia's Magic School. Every student had been given housing in magnificent dorms. Twilight's own loft had been positively small compared to some, but she'd chosen it for the shelving. What would it be like, if her grades had determined her home? She would've been just fine, but some of her classmates... Well, some of them likely would've been worse off than Derpy. That thought made her feel ever more guilty.

They reached school before Derpy decided to talk again. As such, Twilight was rather unprepared when, as they passed through the gates, she asked, "Where are you staying?"

"Huh?"

"While your going to school here, where are you staying?"

"Well... I wasn't exactly planning on sticking around..."

Derpy smiled brightly. " So you don't have a place. My mom said, if you need a place-"

She was cut off by a lightning bolt that flew in from out of nowhere, charring her mane. Twilight leaped backwards, startled, but Derpy seemed less than fazed.

"A place to-" she continued, only to get hit by another bolt. "Stay, then-" _ZAP!_ "You could-" _ZAP!_ "Stay with-" _ZAP!_ "With us!" _ZAP!_

At that point Derpy's fur, mane, and tail were all tipped black, and she was wobbling slightly. Twilight was surprised she was still standing. "I think we have a bigger problem right now!" she exclaimed. Twilight glared up at the sky. "What's the big idea!"

Floating a few dozen feet above their heads was a large thundercloud; perched on top was another pegasus. She appeared to be wearing a mage armor, though Twilight couldn't tell much about it with the cloud in the way. "Just dealing with an uncooperative club member," she smirked. "My right as captain of the Cloud Busting Team. I take it you're the new mare who was rude to Princess Cadenza? My name's Lightning Dust. Pleased to _beat_ you."

Twilight ignored the insults and frowned. "But I thought Derpy wasn't a member of any clubs?"

Derpy giggled to herself. "Club. Bat. Baseball. Club. Soda!"

The other pegasus rolled her eyes. "She joined my team when she enrolled, but hasn't showed up to any practices this semester. Yesterday afternoon made one hundred missed practices. The punishment for that is the Hundred Thousand Volt Serve!"

"But Derpy couldn't have come to practice yesterday, even if she wanted to!" Twilight pointed out. "She was being held hostage by Bulk Biceps!"

Lightning laughed. "Yeah? Well, she needed _permission_ for that. Let's get started!" She waved a hoof, and several dozen pegasi took to the sky. Each held a small, dark cloud that was a miniature of Lightning's. She grinned savagely. "Begin!"

"Oh, you've got to be kidding me." Twilight reached into her saddlebag for her sword, diving in front of Derpy. The pegasus had recovered enough to look surprised. Twilight barely managed to swing her sword up in time. Dozens of bolts of electricity slammed into its golden blade and were absorbed into it.

Lightning Dust regarded her with contempt- but also a bit of surprise. "What do you think you're doing?"

"Gold is an excellent conductor," Twilight explained. "It can store more energy than most metals, so-"

"You can't take the punishment for her!"

"Can't I? I have wings too, you know." Twilight spread them for emphasis.

Lightning's eyes roamed over her body. Uncomfortable, Twilight tucked her wings back in."You've got guts, I'll give you that. And technically it's not against the rules for you to take her place on the team. But all the same-" Lightning put on false puppy-dog eyes- "Are you sure you won't just let us purge her?"

"No."

Derpy grabbed Twilight into a sudden hug. "Thanks Twilight! You're the best. I'll see you later!" In a blink, she dived for the school's double doors. They slammed shut behind her. Twilight swore she could hear the click of a lock, meaning her 'friend' had just abandoned her to fight alone. Well, that _was_ what she'd been suggesting.

"Um... All right," Twilight muttered. She angled her sword in front of her and sized up the pegasus facing her. Another day, another mage armor to destroy, it seemed.

Lightning Dust smirked down at Twilight. Her helmet had a piece of transparent material that covered her eyes. It was tinted green, but it flickered to Twilight's alicorn senses. Lightning would probably be able to see all kinds of information in the HUD it provided. "Looks like you grew a pair after beating Bulk Biceps; but don't get cocky. I'll show you what a real winner looks like!"

"You can try," Twilight returned the taunt, just a bit smug. Being reminded of how she beat Bulk made her remember just how powerful she was in her armor. Really, Lightning didn't stand a chance. "Let's do this, Cell!" she murmured. But there was no voice in her mind, no sudden influx of magical energy. Twilight frowned. "Cell?" She brought up a hoof to her dress, shoving the fabric out so she could look at that crystal eye. "Gee, I sure could use some assistance!"

Nothing.

Frustrated, Twilight began to pat at her outfit, and then finally to beat on it, inadvertently hitting herself in the process. It was all Lightning could do to not laugh. "She's crazy!" she said to her fellow Cloud Busters. "Talking to her clothing. Should we maybe help her out? Try some 'electro-shock therapy'?" They all took the hint and began pressing their clouds into Lightning's. In no time, a four-story tall cumulonimbus sat between Twilight and the doors. At that point it was long enough to cast a shadow over her. Twilight felt the disappearance of the sun and looked up.

Twilight paled when she saw the gigantic cloud. She forced a smile onto her face. "Could I, maybe, have just _oooooone_ teensy little second? I think I left the sto-"

Lightning brought her hooves down on top of the cloud, releasing all of that pent up electricity. The jolt hammered into Twilight with the force of a small locomotive. "One!" Lightning guffawed.

Twilight wasn't around to see the group dissolve into fits of laughter. She wasn't around to hear their jokes about her. She was already gone, hurled far, far away. She lost consciousness almost immediately. At the apex of her arc, Twilight gained a layer of frost from the altitude. That quickly melted as she fell, tearing through the atmosphere like a shooting star. A hundred meters above the surface of Equestria, Twilight's saddlebags inflated, encasing her in a protective shield. That helped marginally as she impacted into the river that wound from Canterlot's mountain through the countryside. The enchanted bags deflated, leaving behind a very damaged alicorn, floating downstream.

It took a couple hours for the mare to find her quarry. Twilight hung from the branches of a fallen tree, caught on the straps of her saddlebag. Lucky, that; she was only a few meters from a large waterfall.

The mare shook her head and set about freeing Twilight. "I expected ruthless," she muttered. "How could I know you'd also be clueless?"

Twilight wasn't sure how long it had been since she passed out. Probably hours; the sunlight streaming through the nearby window was at a steep angle, indicating it was close to noon. Probably after.

She woke up hurting, hurting bad. Her ribs grated under their bandages. Her left foreleg was in a splint. And there was a shooting pain in her forehead so bad she reached up to make sure her horn was still attached. Twilight breathed a sigh of relief when she felt the familiar cone of keratin up there. That breath froze when she discovered a crack running up its length. It was small, and it could heal, but it nevertheless was a dangerous thing to have happen.

She decided to think about something else. Twilight rolled upright. She seemed to have been asleep on a couch. Whose couch she didn't yet know. This wasn't Derpy's house; they couldn't afford a couch. So a stranger then. _Friend or fiend?_ Twilight wondered. To one side of her, an armchair sat beside a packed bookshelf. To the other, an open kitchen emanated heat and soft noises. There was a pony in there.

Twilight tried to get up, only for the room to spin around her. Colors blurred and she headed back towards kissing the floor. Twilight vaguely hoped her horn wouldn't bounce off the hard wood and snap.

Before that could happen, sturdy hooves caught her, and shifted her back onto the couch, sitting upright this time. The furniture creaked under her. "Awake at long last," her helper said. "I thought you healed fast?" The question seemed rhetorical, so Twilight didn't answer. Something tried to penetrate the fog of pain in her head, a feeling of recognition.

The mare wandered back towards the kitchen, humming to herself. "You're brave to challenge Canterlot," she said to Twilight. "I'm glad you survived the onslaught. "

Twilight swallowed, trying to warm up her vocal cords. "Me too," she said after a moment, her voice raspy.

The mare _tsk_ ed in disappointment, then brought over a tray. On it was a pot of tea, a cup, and a squeeze bottle of golden syrup. "A spoon of honey and a cup of tea; are the best remedy; for a throat so sore. Drink, and we'll talk more." She sat down in the armchair and waited.

Twilight slowly filled the cup, then brought it to her lips and sipped. The tea was hot, but it felt soothing over her scratched throat. Especially the honey; the bees had produced something as close to the Elixir of the Gods as possible. She quickly filled the cup and drained it a second time, then a third, not stopping until the entire pot was empty. Twilight stifled a belch. "Thank you." The liquid had calmed the pain in her throat and her head, and now she could actually understand everything she was seeing. "You're my teacher, right? Miss... er-"

"Swahli, though I'm afraid that is a pseudonym." She leaned forward. "My truth is not something to reveal on a whim."

Twilight blinked. There was something about her speech pattern that seemed familiar. "I think I have a pretty good idea who you are."

Miss Swahli smiled. "Ideas and facts are not the same. For the moment, let us forget my name. Consider, now, what made your armor fail. Talk; leave out no detail."

"Where _is_ my armor?" Twilight asked. Miss Swahli pointed over her head, and Twilight twisted to look behind the couch. The dress, still damp from the river, was hanging off a door. It looked rather sad and pathetic. The other mare motioned for Twilight to talk.

After a moments hesitation, she did. "I found Cell beneath the ruins of the Castle of the Two Sisters," Twilight told her. "I fell through a trap door and- hey! I heard somepony rhyming. Were you there?" Miss Swahli dismissively waved the story forward. "Fine," she huffed. "I fell, and I remember letting out some magic, which it must've absorbed. It woke up, and it... We..." Twilight paused. Being encased in stone- for the first time ever, she felt a twinge of pity for Discord. That must have been what he felt like all the time, for a thousand years; trapped, suffocating, but unable to ever die. She shuddered. "I figured out how to use the armor and came back to the school. You must've seen how that worked out. But this morning, I don't know what happened. It just... wouldn't work."

Her new teacher nodded slowly. "Elements feed on magic energy; that transfer is not so easy."

"So how do I make it easier?"

Miss Swahli seemed to think about it for a moment. She got up, and took a book off her shelf. Twilight at first thought she was looking for some herbal remedy that would super-charge her magic. But to her surprise, Miss Swahli pulled a large golden ring from between the pages. It looked to be the perfect size to fit around a pony's hoof, and had a clasp covered by an opal. Small spikes on the inside, however, made it look more like a torture device.

"Wear this," she thrust the ring at Twilight, "Over your Element. It will protect you from future torment."

"Or cause it," Twilight replied pointedly.

Somewhere, a pink earth pony flinched at the bad pun the author just wrote.

Miss Swahli appeared undeterred. "This most ancient charm, will not cause you harm. Touch your horn to the jewel. Your clothes will drink from your mana pool."

Twilight considered it a moment. Finally, she plucked up the ring and walked to the hanging dress. She hesitated just a moment longer, then unclasped the ring; she wrapped it around the left sleeve and closed it tight. To her surprise, the spikes twisted, joining the ring to the outfit and leaving nothing to prick her. "Incredible," Twilight murmured. More eager now, she touched her horn to the opal and concentrated. A quick burst of magic should-

Uh oh. Twilight felt cold as she realized that her horn was stuck to the mineral, exactly like her hooves the day before. _Oh sweet Celestia, no! I don't want to go through that again._ Thankfully, no liquid crystal stretched over her head. Instead her brain felt as though it were being sucked through a straw. The device was literally pulling the magic from her, using it to fuel itself. Twilight instinctively tried to pull away, but could not. Her horn began to feel hot.

Above her, the rhinestones on the outfit began to glow. _More!_ Twilight heard. The sleeves of the dress drifted upwards and latched onto her head. _Feed me MORE!_

"Let- GO!" With supreme effort, Twilight managed to shove away from the living garment. It thrashed for a moment, deprived of its energy source, then became still. For a moment, Twilight thought it had gone dormant again. Then that violet eye focused on her.

 _I- Twilight?_

The alicorn touched a hoof to her horn. To her surprise, it seemed to have healed already. She took an instinctive step back from the dress. "You're awake now?"

 _Yes._

Ignoring everything she had just learned, Twilight unleashed her frustration on the defenseless garment. "Great timing, dragon-bait! Where were you when my friend was getting attacked?"

 _Sleeping?_ Cell sounded sheepish. _I'm sorry Twilight, I was too drained after yesterday's fight. I had to rest._

" _You_ were drained!" Twilight seemed about to explode, literally, something she hadn't done since the incident at Froggy Bottom Bog.

Thankfully, Miss Swahli intervened. "You should not be so cross. Without this Element, the fight is lost!"

Twilight took a deep breath. And then another. And then another. Then: "You keep using that word. Element. It obviously means something different from what I'm used to, since I'm ninety-eight percent sure you're using it to talk about my armor. Could you, I dunno, _explain?_ "

Before another word could be uttered, the school bell began to ring. Twilight fought the urge to cover her ears and drop to the floor. Miss Swahli smiled, the interruption apparently welcome. "Alas, we must talk at a later time. For I believe it is- what is the phrase? Showtime!" She began to shove Twilight towards the room exit. Twilight barely had time to grab hold of Cell.

"Hey!" she shouted. Twilight dug her hooves into the floor as much as she could. "Not so fast. What am I supposed to do?"

"Get the Element over your flanks. Beat Lightning Dust and climb the school ranks!" Miss Swahli gave her one last shove out the door. "There is much to do if we're to see Cadenza deposed. Win this fight, my door will never be closed." She said this right before slamming the heavy slab of oak in Twilight's face. The alicorn rubbed her muzzle and looked down at Cell.

"Well Cell," she sighed. "I guess we know what we're doing with our afternoon."

 _This will be fun,_ Cell insisted, in what Twilight felt was an entirely too cheery voice.

"Right," she turned to look up at the school. "Fun."

The front courtyard of Canterlot High was almost unrecognizable. The Cloud Busting Team had transformed it into an enormous stadium; high seating rose above sturdy bands of stratus. Inside, pegasi wove back and forth, smashing rogue cumuli into vapor. A few students sat in the stands to cheer them on.

One armor-wearing pegasus was faster than the rest. She wove and entire cloud bank into a clump thick enough to support an earth pony, then dove through it. Pieces of cloud wreckage shot outward; one bit actually hit a pony in the stands, and he promptly fell over, unconscious.

"Looking good, Lightning Dust!" Rainbow called.

"Thank you, ma'am!" Lightning swooped up next to her commander. "I'm not sure which is more amazing- my own skills, or how much this armor enhances them. Baltimare won't know what hit them!"

A yelp grabbed their attention. Off to the side, Derpy's hooves had been tied to anchors in the ground, keeping her from flying away. A group of one-stones had her surrounded with thunderheads, and were kicking her full of voltage while she whined.

Rainbow scratched her head. "What's _that_ all about?"

"Hmm?" Lightning hadn't stayed looking after the first shout. "Oh," she said carelessly, "We had an unmotivated club member. We're purging her; you want a crack at what's left?"

Rainbow considered it. "Derpy has been a bit of a problem lately, I suppose-"

She broke off. The latest round of electric punishment from the pegasi had been blocked, by a purple alicorn wielding a golden blade with half a star in its hilt and wearing a very shiny dress. "That's enough!" Twilight shouted. "What is _wrong_ with you ponies?"

"Twilight!" Derpy shouted happily. "Phew, I thought you might be dead."

"So the new mare's come back," Rainbow smirked. Lightning Dust, however, did not seem to share her enthusiasm.

She folded her wings a bit and dived for the ground, landing with a solid _Thump!_ "Are you a masochist or what?" she snarled. "Do you _want_ another beating?"

"Of course not," Twilight replied. Face to face with her opponent now, she couldn't help a trill of apprehension. Lightning Dust's armor was fairly minimal. But with magic involved, that meant virtually nothing. Aside from her helmet and visor, she wore a small chest-piece, a pair of gauntlets, guides on her wings that extended like blades, and a skin-suit under it all. The entire outfit seemed to shimmer with different colors. One moment blue, the next gray, then yellow-gold. All the colors of the sky, a perfect camouflage. Two gemstones glinted on the chest.

"I was kind of hoping we could talk this out," Twilight admitted, "But I don't think that's something you'll do."

"Right on," Lightning agreed.

 _ **Now would be the time to activate my armor form,**_ Cell whispered to Twilight.

"How?"

 _ **I need more magic. Touch the bracelet to your horn- but only briefly.**_

"Right," Twilight muttered. "Let's do this!" She brought her left hoof up and struck the opal to her horn, skipping it off like striking a match. Instantly, a jolt of power connected the two, and Twilight felt her outfit shift. A puff of smoke, a swirl of energy, and she was once again wearing white crystalline armor.

Lightning stared. "That actually looked painful," she decided. "I bet you _are_ a masochist. Well then, you're going to love this!"

She brought one hoof to her muzzle and blew out a piercing whistle. The one-stones all lined up, cumulonimbi in tow. With practiced efficiency, they brought their hooves up, ready to buck Twilight full of electricity.

It was at that point Rainbow Dash decided to intervene.

"Hang on, Lightning." She dropped into the center of the arena. "Look around you. This is the perfect opportunity for you to show off exactly what that new armor can do."

Lightning froze, glancing around. Sure enough, students had begun to fill up the stands. She had an audience. She had a challenger. And she had the tools to take Twilight out. Lightning laughed. "Okay then. New mare- whaddya say? You and me, one on one?"

 _ **Careful, Twilight,**_ Cell warned. _**Remember what's at stake.**_

"Answers," she replied under her breath. "That's worth almost anything. Besides, we've got this. Right?"

 _ **Mmmm... yes. Probably.**_

"Good enough for me. I accept!" she shouted to the pegasi. Instantly, the one-stones retreated to the stands. "Now- what exactly did I agree to?"

Rainbow chuckled. At least the Princess' plan included plenty of opportunities for Twilight to embarrass herself. "Look around you. This is a _Cloud Arena_. Don't tell me you've never seen a CBC!"

"A Cloud-Busting Competition?" Twilight thought hard. "Well, I did read the rule book. Twice. Fascinating read- did you know that the first official tournament, scheduled by Commander Hurricane himself, ran so long they had to delay the second?"

Rainbow perked up. "And the third had to be canceled because they couldn't find any uninjured competitors!"

"Right! That was when the rule was introduced to only allow faux-cumuli, woven out of cirrus. They're supposed to be-

"As soft as butterfly wings!" they finished together. Twilight blinked. Had she and Rainbow just- That was the sort of thing that might have happened back home, with her friends there. She looked up, and for a moment she saw her own doubt reflected in Rainbow's eyes.

Then Lightning Dust yawned. "Are you two done nerding out? Because I'd like to get this over with. I can only waste so much time."

Rainbow's eyes hardened. "Right. I'll ref this match. Standard form- but you're wrong about one thing, Sparkle. We don't use cirrus around here. At Canterlot High-" Rainbow took to the air, and spread her forelegs wide- "We prefer to do things a little more old fashioned."

Groups of pegasi lowered heavy cumulus down into the courtyard, until the stadium was filled and Twilight couldn't see the ground she walked on. As an alicorn, she could feel the clouds' substance as well as any pegasus, and she didn't like it. These weren't wisps to be swatted for fun. These could hurt.

Rainbow smirked. "Not feeling up to it? You can back out and take your punishment if you want."

"No way!" Twilight jumped at Derpy's shout. The gray pegasus slipped out of her bonds- _somehow_ \- and scooted to Twilight's side. "She can definitely do it! In fact, Twilight will win! Do you know why?"

"Uh-" The other pegasi looked almost as flabbergasted as Twilight.

"Because Twilight will do anything to save her friends! If it wasn't for her saving me yesterday, I'd be dead right now." Derpy mimed being a corpse on the ground. With the thick clouds, it was very convincing. Until she popped back up and kept talking. "But I'm not! Maybe Twilight won't win the match-"

"Wait- what?"

"-But because of friendship, she'll win at life!"

Twilight slowly brought a hoof to her face. In a different Equestria, Derpy would be one hundred percent right. But not here.

"But I know she'll win at the match, too!" Derpy continued. "She'll win a thousand competitions to get what she wants. So, even in Cloud Busting, Twilight wins!" She bit her bottom lip and scrunched her muzzle, looking quite pleased with herself.

Lightning's reaction was very different from the others'. She laughed, even as the visor of her helmet flashed red. "Well, if she wants to challenge _me_ , the captain of the Cloud Busting Team, to a CBC..." Lightning trotted to her side of the field, the clouds falling into shape behind her. "It's her funeral!"

Twilight looked up at Rainbow, who simply shrugged and flew over to the referee seat. No help there. She turned to Derpy, who was looking at Twilight with the most adoring smile and wide, innocent eyes. Well, eye. The other was looking upwards. "You are going to win, right?" she asked through the smile. "I was kind of blowing smoke for you."

"I'll definitely do my best," Twilight assured her friend. And herself. "Derpy, I want you to hang onto this." Twilight flipped her sword over and passed it to Derpy. The pegasus looked surprised.

"Aren't you going to need it?"

Twilight shook her head. "There's a ban on weapons in the arena while a match is ongoing- and I'm pretty sure that's one rule Rainbow _will_ enforce."

"Got it." Derpy took hold of the blade reverently. "You can count on me, Twilight!" She flew into the stands to cheer.

 _ **You can count on me, too,**_ Cell said.

"Thanks," Twilight told her armor. "Let's just get this over with."

They all waited a few minutes for the school to empty. The students and teachers- Miss Swahli was there, Twilight noted- were packed tighter than canned asparagus. Yet another cloud had been positioned to provide the spectators some shade. Rainbow looked in her element, lounging on the referee's chair off to Twilight's left.

 _ **How does this work?**_ Cell asked as they took their positions.

Twilight waved a hoof around the arena. "Our goal is to clear our half of all clouds. We can shatter them apart the way weather ponies do, or push them to the other side. Naturally, the other pony tries to do the same."

 _ **So it is a contest of speed?**_

"More like strategy." Twilight discreetly pointed at Lightning. "Sabotage is only cheating if you have a really biased official. They overlook anything short of attempted homicide usually- though a break can be called if somepony gets injured." She watched Lightning pose for the crowd. Many pictures were taken. "Something tells me this match won't even have _that_ courtesy."

Finally, the doors of the tallest tower swung open, and Princess Cadenza trotted out, with her other three lieutenants. Rainbow stood up and saluted. The princess nodded in acknowledgment. She looked at Twilight. "You've learned how to activate your Element," she called down, "But can you control it?"

"I can do whatever I need to to win," Twilight shot back.

"Go Twilight!" Derpy cheered. "Twi-light! Twi-light!"

A small portion of the crowd joined her, but they quickly shut up once Lightning snarled at them. She tried to cover the lapse in temper with an arrogant smirk. "Tell you what, newbie- I'll give you a ten second head start! That way it'll be even more impressive when I win."

Twilight rolled her eyes. She tensed up, ready.

Rainbow settled back into her chair. "Listen up! I want a good, clean game-" Everyone chuckled for a moment, until Rainbow held up a hoof for silence. "This'll be one match only. 'S not like we'll need any more than that to see who the real winner is."

"Me!" Lightning coughed into her hoof. Twilight's teeth began to grind.

"On my mark!" Rainbow brought up her whistle. "Three." Twilight spread her wings. "Two." Lightning fluffed her feathers and yawned. "One..." They locked eyes.

The piercing blast echoed outward, and was quickly overwhelmed by the cheering of the crowd. Twilight surged ahead, pushing off the ground. _**Start with the corners,**_ Cell suggested. Twilight nodded, diving towards the area where the wall met the arena center. As she did, she noticed that Lightning hadn't moved yet. In fact, she was admiring her reflection in her gauntlet. Twilight narrowed her eyes. Lightning was giving her the lead- which meant she honestly thought Twilight would lose. _I won't,_ Twilight thought determinedly.

The corners didn't stand a chance, dissipating beneath Twilight's hooves. An instant later she began a spiraling loop around her side of the stadium. Twilight pushed her wings harder, angling inward until she had a solid ball of clouds. On the last turn, her wing clipped the mass, and it swung away to the other side. Twilight had a moment of panic until she realized that was a good thing. She paused to see how Lightning would respond.

To the mare's credit, she didn't even flinch. It spun towards Lightning's face as the clock ticked forward. Eight seconds. Nine seconds. Ten seconds.

Half a heartbeat after the timer changed, Lightning whipped into a spiral; her slipstream forced Twilight's rogue cloud to turn around, heading straight back at its creator. Twilight yelped and ducked the fluffy ball of doom. It crashed down with the force of an anvil, even gouging the dirt, before breaking into a layer of water vapor that eliminated most of the space Twilight had cleared. "Back at cha!" Lightning laughed.

"You talk too much," Twilight noted. Her eyes widened when she realized that talking hadn't slowed the pegasus down at all- she already had another cloud ready, and she bucked it at Twilight!

Rather than ducking and allowing her side to fill up more, Twilight began a tight vertical loop. She'd accidentally gotten good at that when first flying. Though it still made her dizzy. Twilight held it together just long enough for her to catch Lightning's cloud and hurl it back.

"Not bad," she admitted. Lightning held out all four hooves. "But I can do better." She didn't bother with a wind-redirect, simply catching the ball in her legs. A single buck pushed it into Twilight's face at high velocity.

Twilight recovered quickly, spitting vapor. "Nice reflexes."

"I know."

Twilight made a note to never again compliment Lightning Dust. Her ego knew no bounds.

As if to emphasize the point, Lightning flapped her wings and shot skyward. "I've just been getting warmed up- get ready to see just what a mage armor is capable of in the hooves of a pony who knows how to use it!" Jets of energy shot from openings along her back, and Lightning dove towards the ground as a blur. She blasted through the layers of cloud, obliterating everything in her way.

Twilight grunted and decided to concentrate on clearing her own side. " _Accelero,_ " she muttered, and magic danced across her body. That was one advantage she had over Lightning.

 _ **Good thinking!**_ Cell praised. _**Try combining it with a binding spell, though- it should permanently enhance our speed.**_

"We'll have to try that later," Twilight replied. "You know, when we're _not_ in the middle of a death sport."

 _ **Ah- right. Sorry.**_

Twilight chanced a look at Lightning's side of the arena, and stifled a scream. The pegasus was over half done! Desperately, Twilight took a darker nimbus and knocked a bolt of electricity from inside. High voltage arced towards Lightning, who noticed and brought her wings together in front of her. Electricity hit the guides on her wings and rebounded towards Twilight. The alicorn instinctively reached for her blade, which of course wasn't there.

Even Rainbow winced when the bolt hit her. Twilight fell to the ground, limbs occasionally jerking sideways. Her teeth tasted like tin foil.

"Oh, so _close_ ," Lightning mocked her. "But my armor's superior to your flimsy knockoff."

Twilight felt Cell heat up with anger. Angry herself, she stumbled upright in spite of the hoof that wouldn't stop spasming. _Ouch,_ she thought. Then out loud: "Any ideas, Cell?"

 _ **We could rip open a portal to Tartarus and banish her for eternity.**_

"That seems... a little extreme."

 _ **She insulted me!**_ Twilight was about to respond when Cell sighed. _**Fine. A spell like that would probably kill you right now anyway.**_ Cell was quiet for another moment, so Twilight used the time to clear another cloud bank. Her hooves seemed awfully small compared to the sheer volume of the field. _**All right, listen: Lightning likes to be fast and reckless. If you are going to beat her, you need to be faster and**_ **even more** _ **reckless.**_

"That's your plan?" Twilight was aghast. "Are you _CRAZY?_ "

Cell shuddered, which Twilight interpreted as the equivalent of a shrug. _**Sometimes, it's the only way to get things done.**_

"Well, could you at least be more specific?"

 _ **Do you know any weather manipulation spells?**_

Twilight pictured the stack of spell books waiting for her in the Golden Oaks Library. "I've... been meaning to study them."

Her Element huffed. _**Then something else, something so off the wall insane no pony would dream of trying it.**_

 _Huh._ Twilight thought about it even as she continued to fly circles around her side of the arena. Suddenly, she thought about something that had happened almost a year before. Twilight had gone to visit her friend at the Wonderbolt Academy, and they were caught up in a tornado. Apparently, a cadet had tried using one to clear the skies faster. _Maybe I can bake two pies in one pan,_ she thought.

Twilight pulled up next to the bleachers. "Derpy!" she shouted to wake the pegasus. "I'm going to need my sword soon!"

She swooped away, hearing Derpy call out behind her, "Aye-aye, captain!"

"Okay, Cell," Twilight muttered. "We need to be _fast. Accelero Expony Duplexus!_ " The spell ripped outward, sheathing Twilight in a purple glow. Almost instantly, Twilight recognized the feeling of a depleted mana reserve. There was enough left for one casting- maybe. She'd have to make this count.

Luckily, she felt something else as well. Her speed doubled, making Lightning's earlier burst seem pitiful. Twilight pushed her wings to their limit, straining for a tight enough radius. The centripetal force threatened to toss her sideways. But the force of her flight had the desired effect. Air from around the arena began to spiral inward like water down a drain. The ponies in the stands shivered as the air turned first cold, then warm, then even colder, and finally settled into an uncomfortable low temperature.

Dust and debris began to collect in Twilight's wake. More than a few clouds were pulled in. Static electricity crackled around her. The wind picked up, and Twilight found herself hard-pressed to keep up. Shouts of alarm reached her.

Lightning finally took notice of what was happening and stopped, with less than a quarter of her field left to go. "Not fair!" she complained.

Rainbow wanted to call a halt to the match at last, but not out of any unfairness. Twilight had created a five-story funnel cloud, which snaked upwards from her side of the arena to the no-longer-clear sky. But when she looked towards Cadenza, the princess seemed unconcerned. "You could do the same, Lightning Dust!" she stated. "Show her that we Canterlites do not back down from a challenge!"

"Yes, ma'am," Lightning said, but her expression did not match her words. She grimaced, as if she were about to do something even she considered foolish.

Inside the tornado, Twilight missed that exchange. But over the roaring in her ears, she made out the princess' next words. "As for you, Twilight Sparkle- let's see how much power you can draw from that armor!"

Said armor shouted into her ear. _**Not yet! You have to hold on a little longer!**_ Twilight winced in pain but flapped as hard as she could, her wings feeling like they'd break even with a coating of precious stones. _**Hold!**_

Quite suddenly, from Twilight's perspective, Lightning Dust dove into the wind tunnel. She pushed forwards until she was right next to Twilight, looking at first nervous, then more confident, and finally, pissed off. "You're crazy!" she shouted. "You're going to kill everypony here!"

 _ **NOW!**_ Cell roared.

"Not crazy," Twilight grinned. "I at least know my limits!" Using the smallest amount of innate magic possible, Twilight concentrated on the earth pony aspect of alicorn physiology. She tucked in her wings, and instantly dropped out of the tornado. For a moment, Lightning Dust was too stunned to respond. Then she shrieked.

Eyes wide, she flapped desperately, pushing herself and her uniform as much as possible. She tried everything to hold the storm. But it didn't work.

The uncontrolled winds turned Lightning over, pummeled her, smashed her into tufts of cloud. In panic, she tucked her wings in as well, hoping to follow Twilight to the ground. But her light pegasus body was easily carried on the current. It didn't help that the blades extending from her wings gave her extra lift. Lightning whinnied in terror and thrashed. The only thing keeping her from breaking her back was her now otherwise useless armor.

She screamed and squawked, growing dizzy and sick as the tornado rampaged. At one point, she might have actually thrown up, because her mouth was wet around the corners, and it didn't feel like drool. She started having a hard time breathing. Seconds passed that felt like minutes, until finally Lightning slammed into something a lot harder than clouds.

Teeth shook loose in Lightning's muzzle as she impacted with the courtyard wall. The tornado had tore through even the constructed stadium to slam her against the cement. The force was great enough to put a crater in the wall, and even tear the armor off her wings! The rapidly dispersing tornado picked her up one last time, and, unable to hold her, the centripetal force hurled her back towards the arena.

Lightning was very close to blacking out now. She blinked rapidly, fighting for consciousness. She could see well enough that she noticed: one half of the arena was completely clear! The other half was also pretty well done, not quite an eighth of the clouds left, with a trail cutting through. The uncleared side passed under her. She was going to clear the center line, no doubt about that. On her right, Lightning saw Rainbow Dash waving her forelegs.

A couple of synapses connected in Lightning's foggy brain. In a split moment, she realized two things. One, the side of the arena she was falling towards was Twilight's. She had lost. And second, Twilight had just shouted something towards the stands. Impossibly fast, a gray pegasus zipped forward and tossed something to the alicorn. Something long, and shiny, like gold-

"AAAAAAAIIIIEEEEE!" Lightning shrieked as she fell directly towards Twilight's blade. In an instant, the sword cut apart her mage armor, shredding it to dust.

Twilight heaved a sigh of relief. In her ear she heard that same voice- Cell's voice, she realized now- say, _**Kesshi Soshitsu!**_ This time, she understood that they were words from the ancient pony tongue. They roughly meant, 'Crystal Lost'.

She also noticed the wisp that separated from Lightning's armor, and sucked into her own. Whatever it was, for a moment Twilight felt like she wouldn't collapse. She became aware of Derpy, not far away, shouting, "You did it Twilight! You won, you won!" Twilight looked around for her mysterious new teacher, hoping to see her reaction, but Miss Swahli was nowhere to be found.

Instead, Twilight saw Rainbow Dash and a dozen one-stones of every tribe standing in front of her. "Not bad, egghead," Rainbow smirked. Then she stepped to the side. The one-stones parted, and Princess Cadenza cantered forward.

"Quite," the princess said. "I'm not certain what I expected, but that exceeded it."

"Um... thanks?" Twilight said nervously. "Does this mean you'll tell me where the other half of my Element is? The other one," she clarified, "Not my armor."

Cadenza's expression would not have looked out of place on some predatory cat. "If you wish to know that-" There was a bright flash of light on metal, and Twilight stumbled backward. A gouge had been carved into Cell's emerald rondel. It slowly sealed up, but Twilight was still shocked. She'd thought her armor was invincible!

Cadenza held in her right hoof a dark silver sword. She dragged its tip across the dirt slowly. "You defeated two of my underlings. Congratulations. But to get the information you seek..." The princess raised the blade into offensive form. "Fight me instead."

Cell seemed to tighten. _**Twilight, now is not the time,**_ the armor insisted. _**You've already won the battle you were supposed to, and if you use much more magic you**_ **will** _ **pass out. Again.**_

"I know," Twilight whispered. "But I have an idea." She whispered the thought to her armor, then returned her attention to the princess. Twilight raised her sword in a reflection of Cadenza.

The princess' eyes hardened. "Your armor is durable," she admitted, "And your blade sharp. But mine is honed so that it _will_ pierce an Element. My Chimera Blade is beyond you." Unexpectedly, Cadenza launched herself forward. Twilight barely had time to angle her sword to block. When their blades met, waves of force exploded outward. What was left of the cloud arena was blown to smithereens, and the ponies that remained ran off in search of safer vantage points. In moments, only the alicorns, Rainbow Dash, and Derpy remained.

Twilight struggled for a moment against the older princess, but quickly realized that Cell had been completely accurate earlier. She didn't have the strength left. Twilight winced as she was forced backwards.

Cadenza's eyes narrowed. She saw Twilight's fatigue.

Then Twilight smiled. "Next time," she squeaked, and disappeared in a flash.

The teleport was sloppy. A first year magic student could've done better. But Twilight was very relieved that it worked. She appeared two feet in the air, twenty feet back from Cadenza, right next to Derpy. Her wings folded, unable to channel any magic at all now, and she fell to the ground. Twilight stumbled, but stayed upright. Her armor melted into a dress. "Run, Derpy!" she gasped.

"Don't have to tell me twice." Derpy dropped down to lend Twilight a shoulder, and they stumbled out the front gate and into the city.

Cadenza watched them leave, and made no attempt to pursue. Twilight had returned thrice already; she'd be back again. Instead she turned to Rainbow Dash. "That went well," the pegasus said dryly.

"Indeed it did," Cadenza said softly. "It is without question now that Twilight Sparkle possesses an Element."

"I thought that fact was already pretty well established."

"A fact and a theory are not the same, Rainbow." Cadenza spotted a bit of blue fur and looked closer. A pony was buried under a heap of seating wreckage. The princess pointed it out. "Demote Lightning Dust to no-stone," she ordered, "And then schedule an inter-league match for the Rodeo Club in Baltimare." Rainbow nodded and flew off to carry out the orders. Cadenza closed her eyes and breathed out. "Extraordinary." Slowly, she pushed her blade back into its crystal sheath. "You have my attention, Twilight Sparkle."


	3. The Gentle Art Of Making Enemies

_My name is Mi Amore Cadenza. I am an alicorn princess of Equestria. But I am not its ruler. My mother, the Queen, controls the land with an iron hoof._

 _My father, however... he was not King. He was not even a prince. He was a servant of the Queen's will, forced to do her bidding. I was the only one he could confide in. He told me often about how he wished things could have been different. For him. For my mother._

 _For me._

 _One day, he took me into his workshop under the palace. Never before had I been allowed inside; I was thrilled to lay eyes on the mysteries it contained._

 _At first I was disappointed. The space behind the sealed doors was nothing like the cluttered menagerie I had imagined. Tools were placed neatly onto a pegboard above a workbench. Fastidiously cleaned and oiled machines hummed in the corners, out of the way. Ores, fabrics, and gemstones were organized by material, cross-referenced by color, and reverse indexed by size._

 _But my father led me past all of that, to the center of the room, where a metal cabinet stood on a dais. He brought me closer until I could see through the glass doors. My breath caught in my throat._

 _That dress was the most beautiful thing I had ever seen._

 _It was slim, form fitting, made of fabric as black as the void. The light of the room seemed drawn into it. But the cloth was covered in gemstones- blue, purple-gray, silver. It was a wonder beyond anything I could imagine. Here was a work that rivaled the stars in the sky- no, that took those stars and made them its own. Even the stars in my eyes belonged to it, for surely nothing else could ever compare._

 _My father looked down at me with equal parts pride and worry. "Its name is Tantabus," he told me, "The Nightmare of Pleasure." He rested a hoof on my mane._

 _Undeterred, I shook him off and ran up the dais steps. I wanted to get closer. I needed to. It was not simply my own desire- I could feel the hunger of the dress. It_ yearned _for me to wear it. "When the time is right, it will be yours," my father said, though he sounded regretful. "Your mother wants you to wear it on your wedding day."_

 _I dared to bring up a hoof, resting it on the glass. I stared, entranced by the light shimmering off of it. After a moment, I realized the dress was staring back. The cold gaze seemed equally entranced by the filly on the other side of the doors._

 _Though I have not laid eyes on the Tantabus since that day, I know it is there, waiting. The dress belongs only to me. Wedding be damned; I am the only one with the strength to claim it. It is mine whenever I choose._

Princess Cadenza raised herself from her throne and crossed to the tower windows. Her hooves clicked loudly on the tile.

Outside, the day was sunny and bright. The students of Canterlot High wandered corridors and pathways between classes. A few occupied the inner courtyard, eating their midday meals. Cadenza focused on only one. She wore a white sequinned dress over her purple fur, and chatted with a gray pegasus. She seemed not to have a care in the world.

Cadenza snorted, and slammed a hoof down hard enough to crack the floor. "I'm not a filly anymore," she snarled, before turning her back on the day. "This _is_ the right time!"

Pony la Pony  
Chapter 3: The Will To Succeed

"The Equestrian Civil War drew to a close after the Changeling invasion in mid-fourth century PCAL. The final battle was a decisive victory for the descendants of Clover the Clever; the other progeny of the Founding Six met their demise shortly after. The Unicorn Council was able to maintain relative peace for a short time. However, they were soon disbanded by Queen Parabola, who claimed a direct bloodline to Clover. Following her ascension, all rebellion ceased. Parabola's dynasty is still alive and thriving, as our Queen could attest. Now if you'll look here..."

Twilight Sparkle sat in the back of the class, torn between taking detailed notes, and thinking about Miss Swahli. Not the way the colts around her did; about their talk yesterday. Her teacher had asked her to fight and beat Lightning Dust of the Cloud Busting Team, and Twilight had. Miss Swahli had promised answers. And yet, nothing. So Twilight sat in the back row, glaring at her teacher.

Miss Swahli droned on about Queen Parabola's hierarchy and the line of succession, drawing several diagrams to better illustrate the point. As usual, she kept her back to the students. Most of them were sleeping anyways.

But the habit served an additional purpose today. It hid from Twilight her teacher's knowing smile.

Twilight nervously ducked into a doorway. Had she spotted her? An alicorn- a bright purple one in a white dress- was hard to miss. Still, she'd been doing her best to follow Miss Swahli through the halls. Twilight wanted to talk to her without other students around to interrupt.

She breathed a sigh of relief when her teacher ducked into a corridor Twilight knew to be a dead end. The alicorn trotted past a couple making out against the lockers- _You know, there are rooms for that!_ \- and looked around the corner. To her surprise, the darkened hallway was empty. "Where the hay did she go?" Twilight muttered.

A rustling sound caught her attention. "Oh Twiiiiii-light!" She turned just in time for Derpy to tackle her in a flying hug, sending the both of them tumbling to the floor.

"Ow!" Twilight yelled. In the back of her mind, she heard Cell muttering sleepily. She could've worn it sounded like, 'Keep it down!' Twilight grunted as she struggled to get out from under her friend's weight. "Derpyyyy- ungh!"

The pegasus giggled, her legs tangled with Twilight's. Soon enough they were muzzle to muzzle in the most awkward hug of Twilight's life. "Happy?" the alicorn deadpanned.

"Your nose is cold," Derpy noticed.

Another twist had the pair fly apart, Twilight rolling into the lockers. She lay there with the curve of her back in the corner of the floor. Derpy hopped to her hooves almost immediately. "Wow! That was fun, huh Twilight?" Twilight opened her mouth for a scathing reply, only for a scroll to unroll down her body and over her face. It seemed to be stuck to her left hoof.

"'Twilight, my acolyte'," Derpy read. Her hoof pressed against the parchment, and Twilight could feel her tracing each line. "'You cannot quicken the hourglass. We will have to meet post-class. You know the place. This time, I shan't slam the door in your face.' Then there's a couple swirly letters." Derpy pulled the scroll off Twilight's face and looked at her with concern. "Are you all right? What's this note about? Are you going to fight again?"

Twilight shook herself and stood up, shaking a crack out of her neck. Then she turned her attention to the mysterious scroll. She neglected to answer Derpy's questions right away. "Did you see where this came from?" Derpy shook her head no. Twilight frowned and studied it from every angle. The parchment was of a kind not used by her or Derpy; the ink smelled fresh. It was written in iambic metrum, which was a good clue to the writer's identity. The 'swirly letters' Derpy spoke of were a cursive 'Z' and 'S', further cementing that notion.

Finally, Twilight spotted what she was actually looking for: the method of delivery. "Cell," she whispered, calling on the Element's power. Twilight sensed its impatience and desire to rest, but a poke in the crystals that served as its eye persuaded Cell to let Twilight use magic. She peeled the sticky substance from the paper and wrinkled her nose. That had been on her _hoof._ "Chewing gum? Really?" Twilight muttered. She threw the wad into a trash bin.

Derpy watched it sail past, then tilted her head quizzically. "You stepped on it?"

"Mmm-hmm." Twilight held the parchment up to the nearest light to see if there might be a hidden message, but she spotted nothing. "She must've written it while I was following her. She knew exactly what she was doing. Clever," Twilight admitted. She wound up the scroll and tucked it into her bag.

"Aren't you going to answer it?" Derpy asked as Twilight started to walk away.

"I'll be answering it," Twilight assured her friend. "But in the meantime, we're supposed to be going over applicable trigonometry this afternoon. I'd hate to miss that." Besides, Twilight thought to herself, it only said after class. It didn't specify _which_ class.

By the time Twilight knocked on the door to Miss Swahli's house that afternoon, she was a bundle of nervous energy. Cell was no help; the glittering thing was in dress mode, taking an extended nap. Her teacher, on the other hoof, appeared calm as ever. She brought Twilight inside, where a fresh pot of tea waited. "Please, sit; drink; relax for a time. I find this blend _sublime_."

Twilight took her up on that suggestion, though it wasn't exactly relaxing. She fidgeted and couldn't get comfortable. After a solid minute, Twilight gave up and cut to the chase. "Why don't we start with why you and the princess both call Cell an 'Element'."

Miss Swahli chuckled. "So eager to learn, yet so far from truth. _Patience._ No need to be uncouth." She sipped her own cup. "Perhaps my name will ease your mind; I am Zecora, and..." Here she hesitated. "I am last of my kind."

Twilight stared. Sure, she had suspected, but... well, Zecora had been right yesterday. Facts and ideas were two totally different things. "You're a zebra?" she asked dumbly. "Where are your stripes?"

"Hidden, as they usually will be. The price I pay for staying free." Zecora stirred her tea sadly. "But no matter; what is it you wish to garner- about your most magnificent armor?"

"Uh- right." Twilight struggled to get back on topic. "I already know that it requires my magic to work, and that wearing it in its active form allows me to cast magic easier. What I don't know is _why_ that's the case. Why can't I use my magic here? And also-" Twilight remembered her earlier question- "Why does everypony keep calling it an _Element?_ "

"Your first question is of greatest import. Do you remember my teachings of Sombra's Court?"

Twilight rolled her eyes. "I have an exceptional memory. Most days I can tell you what my mom was wearing on my fifth birthday. But I don't need hyperthymesia to remember what we went over in class _yesterday_."

Zecora hummed, as if she were displeased with Twilight's attitude. "Sombra's final curse forever changed this nation. It gave life to ponies' magic; a source of endless frustration."

"Living magic?" Twilight couldn't imagine. In fact, just thinking about it gave her a splitting headache. "You never mentioned _that_ in class."

"A point on which Cadenza and I can agree- these ponies prefer to forget their history." Zecora poured herself another cup as she spoke. "But the royal family wants this secret kept suppressed. Their power comes from the mage armors; if ponies realized... well, you could guess."

"Rebellion," Twilight summed up. Zecora nodded. "Okay... but then how do you know- oh." Twilight put two and two together at last. "You're some kind of spy!" Her wings flared outward in excitement. "You're trying to get close to the princess, and- uh..." Twilight faltered. "Are you planning on- _ulp_ \- on... making her... dead?"

Zecora chuckled at that. "Assassination is not my forte. I watch, I listen, I teach; so another may save the day." She pointed across the tea-table.

"Me?" Twilight frowned.

"You- true." Zecora reached into a pouch on the side of her chair, and brought out a hoof-ful of green, glowing powder. She tossed it down, and Twilight almost choked on the gas that exploded outward. Then she gasped when she saw the images that started to swirl inside. Herself, confronting Princess Cadenza. " _Your armor gives you the power- to make your enemies quake and cower,"_ Zecora's voice echoed in the room. " _Crystals contain magic, force it to obey ponies' will. Going against one-stones, two-stones,_ three-stones _, would get most killed. Yet you're still combative. So,"_ she spoke slowly, " _How is it you live?"_

The question had the air of one which Twilight was supposed to know the answer to. So she thought. Hard. It seemed that the images in the green fog were helping her; they formed six shining jewels. First one, then a pair, then a trio. Then it changed back to her own aegis. "My armor... its made _entirely_ out of crystal. And since it uses my magic to even wake up- it probably has more magic than any other armor!" Twilight frowned. "Calling it an Element must be comparing to the original Elements of Harmony. The _original_ enchanted crystals."

"It is something along that line," Zecora agreed. She stepped back into view and waved one hoof through the fog. "Your outfit is truly _divine_." A stylized image of Princess Celestia wafted before them.

Twilight couldn't help the emotion that welled up inside her. It had been a long and difficult month. To be separated from her mentor, so soon after failing her... And then to find out that in this world, the true princess was _gone_. The only image Twilight had even seen of her was Cell's form, and that was hardly an accurate representation. But it made Twilight think- "Cell said she was _made_ by Celestia. At first, I thought she meant the Celestia I know. But it was probably this world's Princess, wasn't it?"

Zecora nodded. "The princess crafted the Element to aid in her stead, and warned us she would soon be dead. We have long waited for a champion to rise. Someone to don the armor; to be the royals' demise."

"Oh." Twilight breathed, trying to hold in her panic. That was a lot of pressure to put on one pony. She and her friends had saved Equestria before, but they'd done it _together_. The one time Twilight had been given a solo quest, she'd failed. She had failed to recover the Crystal Heart and save an Empire. Her draconic _assistant_ had been the one to do that. Nevermind praises of humility and reason. That hadn't been her quest. "I'm not sure I'm the pony for the job," Twilight admitted.

"Why do you think I gave you that test?" Zecora smiled warmly. "To show you, you rise above the rest."

Twilight was marginally reassured by the zebra's words. At the very least, she caught her breath. "I suppose," she said finally. Twilight looked down and noticed that the teapot was empty and cold. She looked up, and saw that the sun was about to touch the horizon. "It's late. Thank you, though. This was... enlightening." Twilight trotted over to the door. She paused, one hoof on the handle. "I hope you're right about me," she said. "I don't know if I can do this alone."

Zecora gave her one last bit of encouragement as she gathered the tea set. "I have no doubts with the strength you've shown. But remember, you're never _truly_ alone."

Night had fallen on Canterlot High. But within the bowels of the school, ponies still worked.

Inside a glass walled chamber- which in turn was suspended above a deep mine shaft- half a dozen ponies in hazard suits and face masks stood over a table. An earth pony with caramel fur was restrained upon it; he struggled, but could not budge the heavy straps. "Please, let me go!" he called out, prompting one of the ponies to shove a gag in his mouth. Electrodes taped to his skin led to a variety of monitoring devices.

In an adjacent chamber, two ponies watched. One was a white unicorn in a gorgeous blue dress; the other, a pegasus with butter fur and long pink locks. Both wore identically blank expressions. Both had reservations about what they were witnessing, which they chose to keep to themselves for the time being.

The unicorn watched the members of her Crafts Club lay out the pieces of metal necessary for the procedure. At last, she activated an intercom and gave them the order they were waiting for. "We will now begin the assembly of a five-stone mage armor." Each pony picked up a piece of metal. This was it. The last chance to stop, before it was too late. "Commence the fitting," she said, swallowing her doubts.

The crafts ponies worked quickly and efficiently. They pulled the armor together with metallic thread, snipping and trimming as needed; one pony was quick to grind away any splinters or sharp edges with a rotary tool. They were quiet. There was no idle chatter. Only the occasional warning or passing of information.

"Attaching the pauldrons."

"Careful- the seam of the faulds is still sharp."

"Altering cuisse length. Ready for inlay."

A catwalk extended from the edge of the shaft to the suspended chamber. A nervous looking stallion trotted across with a small container. He placed it inside an antechamber, which was then sealed and sanitized, before a pony on the inside brought the box forward. The unicorn watched all this with increasing nervousness. "The shards were personally chosen as the most magically pure in our inventory," she whispered to her companion. The only acknowledgment she received was a flicker of eye movement.

Most of the crafts ponies stepped back, allowing those with a jeweler's expertise to work. Five shards of crystal were lifted from the package. Five shards of crystal were placed onto the armor's cuirass. They clicked into place.

The jewelers let out a collective sigh of relief. They had done it, and nothing-

 _BEEP! BEEP! BEEP!_

"Magical Activation confirmed!" one of their fellows shouted as the instruments exploded.

"Tighten the clamps!" somepony shouted desperately.

"Too late!"

The shouts dissolved into screams of terror as the armor shimmered with power. Its magic swelled the brown-furred stallion to gargantuan size; he filled the room, a beast of pain and rage. The creature bellowed, and tore into the club members. Blood sprayed onto the glass walls as he pulled one apart with his teeth.

The unicorn overseer paled, though it was hard to tell. Nevertheless, she switched the intercom frequency and screeched with relative calm, "Security!" Already, the view of the inside was obscured by gore and smoke from damaged equipment.

Members of the Disciplinary Committee, ready and waiting, ran to surround the shaft. The catwalk was extended once more, and they all readied their weapons: repeating crossbows filled with armor-piercing tranquilizer darts. Two of the one-stones made their way across the bridge to the chamber entrance. After a moment, they wrenched the door open and sprayed the interior with every bolt they had. A keening wail cut through the fog.

The ponies stood there for a moment, but nothing else happened. One of the responders, an orange pegasus with a blue mane, smiled. "I think we got it!"

Quite suddenly, a giant hoof shot out of the room and shoved him off the catwalk. The guard tried to open his wings, but his sideways momentum slammed him into the side of the shaft. He cried out in pain as he fell the rest of the way towards what would surely be a gruesome demise.

The rest of the squad ignored their companion's fate and focused on retreating away from the roaring monstrous pony. He pulled himself through the open door and onto the catwalk, which bent under his weight. That didn't stop the thing from charging across. His wild eyes locked onto a window in one wall; behind it, he could see a white unicorn with a purple mane. All his anger focused onto that target.

"Fire all!" the guard leader shouted. The ponies unleashed an onslaught of needles that would have incapacitated an army, but the beast wasn't affected in the slightest. One dart even stabbed into his eye, but he didn't stop. Galloping now, the hulking stallion slammed his way through the barricade.

The unicorn lowered her stance. She didn't _want_ to fight, but what choice was there?

And then, her companion was suddenly there, on the other side of the glass, hovering between the monster-pony and the unicorn. The pegasus locked eyes with the creature. She didn't flinch- she _stared_.

Power flowed from her sea-blue eyes, seeping into the mind of the beast. He stumbled, faltered, as a foreign will overrode his own. The pegasus' eyes began to water as she invaded his mind. "That. Isn't. Very. NICE!" she said forcefully. Locating the link between the pony and the uniform, she reached out, and severed it with her mind. The creature stopped in mid-stride.

And the armor exploded off its body, metal sheets falling to the floor in a deafening cacophony. The pegasus settled onto the ground as well. She walked over and patted the stallion's shoulder. He wasn't yet unconscious, but she fixed that with a quick press to the nerves under his jaw. He passed out with a relieved sigh.

The sound was echoed by the unicorn as she made her way out of the chamber. "Thank you for handling that, Fluttershy Darling," she said.

Fluttershy's mane fell over one eye. "Oh, it was no problem. Really, the pony who chose him deserves all the credit. They chose somepony with an extraordinarily weak mind."

"I'm not sure that was a compliment, but I accept it anyway." She huffed. "A tragic waste of gemstones though. Only five though," the unicorn paused. "How in _Equestria_ can someone wear an Element, when they're made _entirely_ out of gemstones? Why, with that much power, they should be killed almost instantly!"

"Princess Cadenza seemed so sure that Twilight's armor was an Element. She was really worked up about it. But maybe she's wrong?"

"Unlikely. Ooh!" The unicorn plucked a piece of metal from the wreckage, a still intact jewel glittering in the setting. "Thank goodness I can salvage something. Now, don't you worry, dear. Element or no, Princess Cadenza will do what is necessary. It's not like she's going to fly off and do something completely rash."

Cadenza's dragon was not happy with her. "Don't you think this is a bit, I dunno, rash?" he asked.

She looked across the deck of the airship. "Perhaps. But I need an advantage in the coming battle. Besides," she smiled humorlessly. "I cannot be denied my birthright."

They continued north for a while longer. Their destination slowly grew on the horizon, until the city filled their vision. The entire kingdom was a shining jewel; the Crystal Empire. It was from here that the Queen ruled. It was from here that order and law flowed across Equestria.

The skyline was dominated by the Crystal Palace. A truly gigantic spire of dark onyx and quartz, it had stood in the north for time immemorial. Its dark towers, twisting shards, and weightless arches made it a beautiful testament to pony ingenuity. But a blanket of oppression shrouded it; a feeling of ominousness that crept into the heart of everypony near.

Their transport slowly came to moor against Cadenza's childhood home. She and her dragon stepped from the ship to the main balcony with practiced ease, shaking weariness out of unsteady limbs. Cadenza made certain her Chimera Blade was sheathed at her side. She wore a simple frock, light blue with darker trim. Even so, Cadenza thought she looked rather resplendent as she caught a glimpse of her reflection in the crystals.

The servants of the royal family were lined up, having been notified of the approaching vessel. "Welcome home, Princess!" they said in unison. They certainly seemed to think nothing was amiss. Good. Perhaps this would be easier than she thought.

Rather than take the stairs up to her bed chambers- her usual action upon returning home- Cadenza trotted down. Before long she reached the ground floor, where the citizens would enter to tour the public areas. She did not stop there. She had a moment of worry when a guard glanced her way, but he did not move from his post. Respect for the chain of command, and fear of the royal family, kept him in place. Cadenza slipped into the stairwell that led to the secret levels.

Here were places that no ponies from the outside would ever see. Vast dungeons filled with torture chambers. Artifacts and relics locked away by Sombra himself. Laboratories studying everything from pony anatomy to inter-dimensional theory. Every chamber was guarded. Each required multiple layers of security to enter. Each was active in some way.

But Cadenza was not here for them. She made her way to the sole room in the entire castle that went unused. The one room she was not supposed to enter, though she alone could.

This room was different. It had four guards, not two. An enchanted orb hovered next to the door. An inscription, written in the ancient tongue, encircled the portal. Cadenza read it out loud as she approached.

"From one to another, another to one: a mark of one's destiny singled out alone, fulfilled!" It was her father's creed, taken from the pages of an ancient journal. The carved words began to glow, much to the guards' surprise. The hovering orb zipped past them and halted in front of Cadenza. She did not stop, forcing it to drift with her. The orb emitted a blue light which scanned her eyes; the orb briefly glowed green before returning to its original place.

The guards jumped as the door to the workshop opened. Even so, they stood shoulder to shoulder as Cadenza approached. The bravest of them spoke. "P-please, your highness! We have our orders. Even you're not-"

"Stand aside," she cut him off.

"We can't!"

"It is a royal command."

"The Queen's orders-"

"The Queen is not here!" Cadenza shook her head at the outburst and sighed. "I do not have time to argue with the likes of you." Carelessly, she brought out her sheathed sword. Faster than they could react, the guards received blows that left them writhing on the ground in pain, all four. She stepped over them. "Watch the door," she told her dragon.

Cadenza approached the central dais cautiously. The cabinet was still there, just as she remembered. For a moment, she was a filly again, all of five years old. She could feel her father's spirit beside her, and fought the urge to look up at his smiling face.

The overhead lights flickered, breaking the spell. They had not been changed in many years. A fine layer of dust coated the room. And her father was not there.

Steeling her resolve, Cadenza marched forward and placed her horn into the cabinet's lock. Crystals inside detected her unique magical signature, and the doors hissed open. A layer of plastic kept their contents from the world.

Behind the plastic lay the familiar outfit. Cadenza watched as its sapphire eyes opened, slits of black onyx for pupils. The dress seemed slow, lazy. Tired. Whatever magical charge had kept it active for more than a decade was wearing thin. Still, it _oozed_ raw power. Cadenza felt a chill when those eyes latched onto her face. It knew her. She could feel it.

"I have come for you," she breathed, "Tantabus!"

"Uh, princess?" Her dragon called out to her. She turned and saw him being held at spear point by a second contingent of guards; there must have been a silent alarm of some kind. They were too late, but Cadenza was interested in how they might attempt to interfere.

"Excuse me, excuse me," a higher pitched voice cut through. "I'll just need a moment, excuse me. Don't worry- I got this!" Finally, a mare shoved her way between the guards. She was wisp-thin, with fur the color of fresh cut oak wood, and a mane that seemed dipped in shades of autumn. She trotted forward and said, with a wide smile, "Princess! We're delighted you could join us tonight! But um- what ever are you doing up there?"

"Gloriosa Daisy," Cadenza smirked. "I am fulfilling my destiny!" She reached upward and grabbed hold of the plastic in her hoof.

"Wait!" Gloriosa shouted. Cadenza ignored her and ripped the plastic down. She reached back up for the dress. Gloriosa winced. "No! Spike," she pleaded desperately, "You have to stop her!"

The dragon snorted. "I tried. She's not going to change her mind."

Gloriosa stamped a hoof. As a regular earth pony, it was more petulant than effective. "Princess, your mother left me in charge of her estate. I cannot allow you to-"

"Cannot _allow?_ " Cadenza turned her head to glare over her shoulder. Every syllable she spoke was barbed with righteous anger. "Who is it you think you are ordering around?" Cadenza spread her wings, and a brilliant glow enveloped the chamber. Gloriosa and the others shielded their eyes.

Cadenza shook herself free of the loose frock. It spilled to the ground with ease, just as intended, and she kicked it down the steps. Gloriosa stood, gaping. Cadenza was pleased with her reaction. "All mortals desire to see their goddess change," she tossed out. "But they should not look upon her form while she does."

Gloriosa recoiled. "P-princess! You're not really going to try the dress on?"

"Try it on?" Cadenza laughed. "I intend to do so much more than _that_." She reached upward and tore the bindings holding the Tantabus in the wardrobe. In her hooves, it felt softer than the finest imported silk.

"Please! If you put that on, you might not survive!"

Cadenza smirked. " _Calm_. All magic is meant to be used."

She cradled the drowsing fabric with one foreleg, and reached for her blade. Cadenza brought the sword up until its hilt formed a bridge between her horn and the dress, a conduit of metal and crystal. Sleepy eyes blinked at her, like a child. "My magic is yours to take, Tantabus," Cadenza intoned. "Write in it our covenant. Our fates shall be entwined until my enemies are dust beneath my hooves, or we are torn apart by death..." Sparks of blue energy crackled along the hilt, drawn from Cadenza's horn and into the Tantabus.

It awoke.

The Tantabus' eyes snapped wide. It launched itself through the air, wrapping around Cadenza's body, stretching to coat every inch of her lithe and beautiful form in dark crystal. She sucked air through her teeth, her skin burning, fur and feathers feeling like they were melting. Cadenza silently wrenched her jaw apart, in spite of the stones flowing over her face.

"Princess!" they all shouted, even her dragon. Spike tensed, ready to charge to his mistress' side.

" _Not one step!_ " she screamed. She bent over, wings flared, legs shaking. "Not one word! Ask not the Breezy how the Griffon soars- you ponies aspire to nothing more than the shallow thoughts of commoners! But my will is absolute. My destiny; my legacy; my ambition- _will not be denied!_ " Supernal lightning lanced outward, wreathing Cadenza in light. For a brief moment, she fell to her knees and choked back a scream. But as the glow intensified, she stood once again.

Spike turned away, and saw Gloriosa do the same. No pony could look at the magical geyser now building in the center of the room. Pulses of light would have burned their eyes from their heads.

"A- an armor... no matter how powerful... Is simply a tool!" Cadenza forced out. She could feel it now; the raw power that cycled through her- through _them_. She straightened and shook her wings. Crystal shards splayed from their ends, even as energy crackled all around her. A sphere of magic, sealing her from the world. "And this tool," she gritted her teeth, "Will bow to _my_ will! Errraaaaaaaaaarrrrgh!" Rage and pain boiled over; Cadenza's eyes glowed white as lances of energy gouged the floor and walls, before finally coming together in a pure magical beam that ripped the ceiling away, and showered the ponies in stars...

"Well?" Cheerilee asked. "What do you think?"

Twilight felt tears welling up as she took in the room. Though still small, it had been cleared out and cleaned up. The rickety table on which she placed her Element had been replaced with a proper hanging rack, one that looked brand new. A proper bed had been forced into one corner. "Thank you," Twilight whispered.

"'S the least we could do," Big Mac said. "You savin' our youngin's an' all."

"She saved Derpy," Dinky huffed. "I can look after myself. Ow!" The filly backed off after getting cuffed by her older sister.

"Don't listen to her, Twilight!" Derpy gave a wide smile, then wrapped a wing around the alicorn. "We're happy to have you."

"All right, everypony," Cheerilee butted in. "Why don't you get ready for bed? See if we can't save on the power bill this month." They all saluted and began scrambling to change into pajamas- or to strip, whichever they were more comfortable with- and other nightly duties. Cheerilee smiled warmly.

Twilight watched the insanity without comment. After the sort of friends she'd had back home, it didn't faze her at all. "You really didn't have to do all this," she told Cheerilee.

The mare turned with a stern look on her face. It was the sort of expression that had made her such an effective teacher. "Now, none of that. You might be an alicorn with super-powerful magic and armor. But you're still a young mare who needs a roof over her head and food in her belly. What sort of mother would I be if I turned you out?"

"But... I'm not _your_ foal."

Of course not," Cheerilee agreed, "But I can't turn away a pony in need. Do you know why they fired me from the school?"

Twilight thought back. "You said they downsized your job."

"Well, yes." Cheerilee paused as the light in the other room finally went out, plunging them into darkness. She closed the door and turned on the lamp in Twilight's new room. "But the reason they picked me instead of some other teacher, was because I couldn't stand by and let them hurt the little ponies I loved to teach. I couldn't stand the Disciplinary Committee hauling away some poor filly or colt who made a simple mistake, and beating them into submission. And when I got it in me to stand up to them, well, they wouldn't allow me to interfere with how the school is run."

"I'm sorry," Twilight said automatically.

"Don't be!" Cheerilee laughed. "Now I get to dote on my children every day, and if something goes wrong I can stand up for them." Twilight opened her mouth to tell her what a bad idea that would be, but Cheerilee just held up a hoof. "I know, I know. I'd probably get myself hurt. But that's another reason for me to help you out- you help keep my daughters safe."

"Well..."

"It takes a lot of courage to stand up to those Elite ponies, all by yourself."

"I suppose." Twilight wasn't sure what else to say. Though, after she spoke, the room seemed to grow colder. Her dress suddenly felt heavier, like Cell was trying to turn back into crystal. She sat down on the bed, which prompted Cheerilee to sit next to her.

"Is it easier for you, being an alicorn?" Cheerilee asked after a moment.

Twilight shrugged.

"I've been meaning to ask you about that. How did you-"

"How did I become an alicorn?" Twilight was glad for the shift in topic. Here was something she could speak about, something she understood. "It was a reward for finishing an old spell, one no pony else had been able to." Twilight remembered her coronation, so full of pride and hope, and love for her friends. She remembered it like it had happened yesterday, though it had been moons. One full month of that time had been spent here, in this world, searching for her crown. "My teacher sent me the spell, hoping I'd be able to create new magic."

"Your teacher?" Cheerilee sounded confused.

"Sorry," Twilight said, "But it's a bit complicated; I can't explain any more than that."

"That's fine. It's just that the only alicorns I know of are Princess Cadenza and her mother- I was curious."

They sat there for yet another minute, trying to avoid anything too awkward. Twilight was nevertheless glad when Cheerilee got to her hooves. "Well, good night, Twilight. Tomorrow will probably be an interesting day for you."

"Yeah. Good night, Miss Cheerilee."

The mare opened the door a crack and slid out backwards. Once she was gone, Twilight took off her dress and put it on the hanger. Cell's eye was closed; it looked like a plain old outfit. Not magical at all. Twilight sighed and wished, for the umpteenth time, that the real Celestia were here. She wanted somepony to talk to, somepony to guide her. Not this... _simulacrum_. And apparently, Cell wasn't even from her world. Her armor was from this cursed place.

"Psst! _Twilight!_ " Twilight heard Derpy whispering. She got up and opened the door, allowing the pegasus to flop inside. Derpy smiled. "Mind if I sleep in here with you?"

"Uh..."

Derpy apparently took that as consent. "Great!" She got up, pulled her sleeping mat into the other corner, and flattened it out. "So what were you and my mom talking about?"

"Oh, nothing important." Twilight feigned a yawn. "I'm tired now, so-"

"Oh, sure." Derpy cocked her head to the side, which almost made her eyes level. "Hang on- d'you hear that?"

Twilight listened for a moment, but the only sound that came to her was lumber-mill snores of the rest of the family. "I don't hear anything," she said.

Derpy got up, shaking hay off her flank, and put her head to the wall. "It's coming from over here." Twilight could only stare as the pegasus bobbed her head around, walking first to the left, then the right. Finally, she came to a stop right beside Cell's hanger. "Come over here, listen!"

Rolling her eyes, Twilight got up and crossed the room. It was only a couple of steps, and the faster she got it over with the faster Derpy would let her sleep. She leaned in. "I don't hear any-"

 _Bump bump._

Twilight's eyes widened. _No way._ "Derpy," she said slowly, "What exactly have you been hearing?"

"Its like a drumbeat, but really _slow_. Always the same two beats."

 _Bump bump._

"That's not a drumbeat..." Twilight frowned. "It's a heartbeat."

"Really?" Derpy stared at Cell. "That's so cool! Your armor has a heart. It beats for you!"

"It's strange," Twilight countered. "Rocks, even magic ones, aren't supposed to have heartbeats."

"Well, yours is super-duper ultra special, then, isn't it?" Derpy smiled, mystery solved, and trotted back to her sleeping mat. The pegasus yawned and fell onto the hay without another thought, leaving Twilight alone with her 'special' outfit.

Hesitantly, she brought up a hoof and touched the center of the fabric.

 _Bump bump._

Twilight yanked her hoof back, having _felt_ the pulse in the cloth. Cell's eye opened, glancing over Twilight. It seemed different- the glint in the amethyst was sharper. Twilight felt a trill of fear, but it wasn't her own. She was startled, not afraid. Her own heart began to beat a little faster.

 _Bump bump._

Twilight jumped backwards into her new bed, away from the Element. She wasn't particularly tired, but right then she wanted nothing more than to go to sleep and forget what just happened.

Twilight yawned. Her body creaked in every joint as she forced herself to walk across the courtyard. Being a young mare, getting up and going to school, couldn't be all that different from being an old mare, she decided. Twilight yawned again. It didn't help that, after her and Derpy's... _talk_ , sleep had not come easily. Her eyes still had grit in the corners.

"Are you all right?" Derpy dropped in altitude so she was hovering right next to Twilight. "You're not looking so good."

"Couldn't sleep," Twilight confessed. "And I have this feeling- something _really_ bad is about to happen."

"Oh yeah, me too! Though, I get that feeling most every day. So it's probably nothing."

"TWILIGHT SPARKLE!"

Twilight flinched. Lights around the courtyard snapped on, even though the sun was up, and she was blinded for a second. When the spots faded from her eyes, Twilight was mildly surprised to see rows and rows of banners decorating the courtyard. Each bore the symbol of the school; each was accompanied by a one-stone pony. Between the banners and the front doors, the Elite Four stood and watched.

Twilight forced her eyes upwards, towards the tallest tower. It was there that the brightest light of all shone. The pony causing it stood out as a black silhouette amid the gleam.

"Mi Amore Cadenza," Twilight hissed. Then she winced; the light was giving her a bit of a headache.

It seemed the other alicorn heard her, even at a distance. Or perhaps she saw Twilight's mouth move and was smart enough to understand. "Perhaps we can skip the name calling today; I'm eager to move forward."

"With what? Is there something you want to tell me?" Twilight's hoof drifted up towards her saddlebag. "Something about my Element of Harmony?"

"So you admit to its nature."

"The more specific I am, the less you can feed me horse-apples about it. So. Is that what this is about?"

Cadenza narrowed her eyes. "No." She stepped forward, her rear hoof slamming down on the ledge with a resounding _Clack!_ Cadenza launched herself over the edge, flapping gently, gliding towards the ground. "We were supposed to, and I quote, 'finish this', the last time we saw one another. But you ran away."

Now Twilight did pull out her sword. She could see where this was heading, plain as day. But there was something that made her very nervous, something that she just couldn't figure out. Something about Cadenza... "Derpy," Twilight warned, "you should leave."

"That's a good idea," her pegasus friend whimpered. "Afterwards, would you prefer cremation or burial?"

"I'm not going to die, now just go!"

Derpy zipped off, blending into the crowd almost instantly. Twilight turned her attention back to the princess, who was just touching down. Twilight now realized what was different: Cadenza's outfit. She'd changed from her pure white school uniform to something else. A dress of black, silver, and blue, dark as the night sky. The form-fitting cloth glittered in the light, but it was strange. It almost looked as though the light were being absorbed instead of reflected. Silver bands of jewelry shone on her upper forelegs. "I suppose now's a good a time as any," Twilight said nervously. "Why can't you just tell me what I want to know?"

Cadenza placed a hoof on the hilt of her sheathed sword. "Because you have not yet earned that honor. You have stuck your muzzle where it doesn't belong, Twilight Sparkle. You have upset the delicate order of my world. And you have taken that which does not belong to you." Cadenza bent her head away, graceful as a swan. "I cannot sit idly by as you force your way to your goal. I will stand in opposition to your foalish ways. If you proceed, I have no choice; you will be my first sacrifice to _Tantabus_."

Twilight blinked. "I can't stop now. I'm sorry about all this, but- wait, Tantabus?" She frowned. "Nightmare? How can I be sacrificed to a _nightmare?_ "

"I'll show you," Cadenza whispered.

She angled her head further down, touching her horn to the jewelry. Twilight had just enough time to see the triplicate of moonstones glitter with magical energy, and think, _Oh, ponyfeathers._

Cadenza raised her eyes to stare directly at Twilight, ignoring the pain searing through her. This was her power, her will.

A spiral of darkness blossomed from her horn, wrapping down and around Cadenza's body. A sphere of shadows wreathed her. It ignited from within, turning into a ball of flame, and then into a twisted maw with more teeth than a manticore. The jaws opened wider than any mouth should and swallowed Cadenza whole, only to be restrained in gleaming leashes of blue magic. The shadow bound itself to Cadenza's fur and flesh, covering her from horn to haunches. It bled away to reveal gleaming armor of dark crystal; obsidian shards formed a second skin throughout; sapphires created the recognizable shapes of helmet, greaves, sabatons, and the like. Lapis-lazuli painted stars down her back and wings; those appendages were extended by sharpened crystal feathers. Over Cadenza's shoulders, two enormous pauldrons domed upward into spikes. Their crystals parted to reveal eyes of turquoise, slits of onyx for pupils.

"Lunar magic, subjugate!" Cadenza declared. "Element: Tantabus!" In one effusion of light and energy, she claimed her true weapon; her birthright; her past, and her future.

The one-stones watching were no less surprised than Twilight, but they were far more enthusiastic about the development. Applause burst from the audience. A few even hoisted their banners and began chanting. "Can-ter-lot! Ca-den-za!"

"I thought mine was the only one!" Twilight murmured. Cold dread seeped into her fur. She hadn't been able to keep up with the princess before; what was she supposed to do now?

"Breathtaking, isn't it?" Cadenza closed her eyes in bliss. "Tantabus is indeed your worst nightmare; choose your next actions very carefully, Twilight Sparkle."

All eyes in the courtyard and beyond were fixed on Twilight. In her classroom, Zecora nervously twisted one golden hoop she wore on her leg. "Too soon," she muttered. "She is not yet ready. Twilight; you need to keep your mind steady!"

Twilight slowly breathed out. She needed to know what Cadenza knew; the only way Cadenza would tell her is if she defeated her in battle; there was no way for Twilight to avoid the confrontation. "Okay Cell," she said quietly, "It's time." Twilight brushed her horn against her bracelet, feeling the incredible suction of magic. Stars sparkled around her, and the dress melted into its armor form. Twilight couldn't help but feel a bit of envy; Cadenza's armor was much sleeker and nicer. Still, she felt the familiar rush of power and cockiness. _Maybe we can do this after all._

To Twilight's surprise, crudely painted sheets were raised above the crowd, reading 'Go Twilight!' It seemed she had attracted a few admirers. The no-stones whooped loudly, Derpy loudest of all. "We believe in you, Twilight!"

The alicorns glared across the field. Twilight felt the cold returning, but this time she realized where it was coming from. It was Cell. Her armor was freezing. "What's wrong? she whispered to it.

 _ **It's that armor,**_ Cell shuddered. _**It has this aura- I can feel its anger, its hunger. It feels... familiar. It makes me afraid.**_

"Could you feel it last night?" Twilight remembered her dress suddenly turning cold in the middle of her conversation.

 _ **Yes. It's that powerful.**_

"Great pep talk," Twilight grumbled. She brought her sword up and began marching towards Cadenza. The princess frowned and matched her, step for step, bringing the Chimera Blade to bear. Their eyes remained locked together, never wavering, never blinking.

Still yards apart in the center of the yard, a fountain of stars erupted between them. Waves of force exploded from the pair, sending spectators flying. The Elite Four braced themselves, and were still sent skidding away. "What happened?" Fluttershy gasped.

Shining Armor looked outward with the eye of a trained soldier. "They're both so strong willed, their conflicting magics created a concussive blast!" he said, awestruck.

Twilight allowed herself a brief moment to marvel at the unprecedented phenomenon. "I can't wait to write the research paper on this when I get home!" She angled her sword higher. "Let's see what an Element can really do!" Twilight charged, her hooves scarcely touching the ground.

Almost immediately she realized something was wrong; she was moving far slower than she had yesterday. The world sped past, but it did not blur. Cadenza's frown became deeper still, and she slashed the air contemptuously. A wave of blue force slammed into Twilight. By a miracle, her blade was angled enough to cleave the energy, which was all that kept her from being sliced in two. The blast was still enough to slice open her cheek, and shred the banners behind her.

Twilight fell back, keeping her blade up to block. "What's happening?" she hissed at Cell.

Her armor seemed to shrug. _**I thought you were going to make that speed spell permanent?**_

Twilight clapped a hoof to her face, keeping her sword between her and Cadenza. "I forgot," she admitted. "But I had a lot on my mind yesterday."

 _ **Well, if you don't want to end up as a stain on the wall, I'd suggest casting it again.**_

"Right, right." Twilight breathed out, trying to relax her limbs into automatic response, so she could concentrate on the spell. " _Accelero Expony Duplexus!_ " she murmured, and an ethereal glow spread across her. The familiar tingling told her it had worked. Twilight blocked one more swing from Cadenza, who had begun to look bored, and then tumble-rolled to the left. She attempted a thrust of her own, but Cadenza saw her coming. Twilight was now faster, but she lacked any true combat training. The princess parried Twilight's strike easily, then spun and unleashed an overhead slash. Twilight blocked it, but the force staggered her. It seemed Cadenza had the advantage of _strength_. The meeting of metals shook the entire mountain.

Cadenza's eyes narrowed. "Impressive," she whispered. For a moment Twilight thought it was a compliment, but then the princess grinned wildly. "More than I ever dreamed!" She twisted her sword and pushed Twilight down even further, until the younger alicorn's hooves began to dig grooves into the solid earth. A moment more and the pressure became to much; the ground cracked apart and cratered beneath Twilight. She had to use both forehooves to keep her muzzle from being sliced off. "Magnificent!" Cadenza breathed.

With tremendous effort, Twilight turned the blow sideways. The Chimera Blade swung down and embedded itself in the gravel, and Twilight fell away. She got up before the dust could settle and galloped away.

Cadenza yanked her sword free, rounding to find her opponent gone. Twilight was already at the base of the school building. Rather than stop and be cornered, she leaped up and began to run along the wall itself. Cadenza snarled and took to the sky. Her razor wings sliced the air easily. Hardly winded, the princess pointed her sword at the building, lining it up with her horn. " _Evomo!_ "

A lance of blue light slammed into the wall ahead of Twilight; concrete and rebar exploded outward. Twilight jumped over the hole, but Cadenza fired off the spell again, and again, turning the facade of her school into a vertical obstacle course. "Even with all this power in your hooves, all you can do is run!" she sneered.

Twilight didn't bother to respond. On the wall, she was like a shark. If she stopped moving she'd fall, and it was becoming harder and harder to keep moving. Desperately, she spread her wings to help her glide over one hole.

" _Impellus!_ " The spell hit Twilight like a punch from the gods; in essence, that's what it was. The simple strike spell wouldn't even need to be spoken by most unicorns, under normal circumstances. Twilight chose to focus on the academic properties of what just happened, because if she didn't the pain would have overwhelmed her.

She was knocked through the side of the school and into a relatively intact classroom, which didn't stay that way. Twilight's sudden arrival overturned tables and desks. She hit the far wall and kept going, leaving a silhouette in the bricks. Across the hall, and into the lockers, which buckled behind her. At last, Twilight fell to the floor. "Ouch," she murmured. "Okay, I could use some help about now."

 _ **I was starting to think you'd never ask,**_ Cell said. _**Block left!**_

Twilight lifted her sword just in time to slice through a chunk of wall. She looked back and saw Cadenza leap from the ground to the destroyed classroom. The princess swung her own blade, sending desks flying towards Twilight. She jumped to the side, avoiding three, then jerked backwards so another didn't take her head off. A fifth piece of furniture spiraled towards Twilight, and she grabbed it in a telekinetic lock. With a twist of her neck, Twilight sent it back towards Cadenza.

Disappointingly, Cadenza obliterated it with another _Impellus_. Twilight groaned. Now what?

 _ **Try the trophy case,**_ Cell suggested.

Twilight looked over and saw, indeed, there was a glass cabinet nearby with a host of metal cups inside. A couple bore the names Bulk Biceps and Lightning Dust. "Perfect!" Twilight pulled the trophies out individually, then launched them all at Cadenza from different directions. Cadenza dodged and weaved, parried and blasted, but couldn't avoid all of the awards. She received a 'Best Young Author' plaque to the face, and a golden 'Achievements in Sewing' needle right to the plot. Cadenza reared back and whinnied in pain and rage.

The princess' eyes glowed white, and she smashed her hooves into the tiles. "ENOUGH!" she roared, then faltered as Twilight unleashed her final projectile: the cabinet itself. Two hundred pounds of antique wood and glass slammed into the pink alicorn.

"Who's running now!" Twilight panted, a bit drained from the effort of moving that many objects.

"You should be!" Cadenza burst out of the wreckage with nary a scratch, and tossed off another magical strike. Twilight was blasted backwards down the hall, and Cadenza flew after her. Without giving Twilight time to pause, she brought her sword to bear. "You come to my school, attack my cohorts and I, and expect me to hand over vital information? You are nothing, a mere foal toying with something beyond her understanding!"

Twilight did her best to keep up with the assault, but it wasn't going well. Cell kept trying to warn her, but she was too slow still; Cell said _**On your right**_ as a gouge was sliced into Twilight's right side; a call to _**Jump!**_ came as her legs were swept from under her.

Desperately, Twilight hooked a chair with her sword and tossed it at Cadenza, who wasn't even fazed. The younger alicorn huffed. "I might not know everything about Elements or school politics or whatever goals you have, _princess_ , but I'd say I understand plenty! I understand that ponies like you aren't happy without somepony else to tear down. You hurt other ponies just to make yourself feel better about whatever lousy pit you've made of your life!"

Cadenza slapped Twilight across the muzzle, and they both tumbled into the floor. Cadenza rolled and came up on her hooves. "My life is a pinnacle that everypony in this world should strive to achieve! My actions are not those of some schoolyard bully; I take pride in knowing that everything I do, I do for Equestria's future." She drew back, gathering energy in a sphere of magic on her horn. "I wear this Element so no pony can take that future _from me!_ "

Cadenza's spell detonated with the force of a small earthquake. Confined in the school hallway, it blew that entire section of the building into a smoldering ruin. Twilight hurtled through the super-heated air, only stopping when she dug a ten foot trench through the debris with her body. She lay there as flames began to lick the stones. The sprinklers were gone. The little water that trickled through the burst pipes caused more damage than it fixed.

For a moment, Twilight lay in her crater and watched the clouds drift across the sky. They had passed through to the inner courtyard now, so it was a much different view. She sucked air through her teeth, trying hard to ignored the stabbing pains in her _everywhere_. Bone ground against bone as Twilight fought her way back to her hooves. She didn't quite make it; Twilight leaned against her sword, barely off the ground.

 _ **We're hurt pretty bad,**_ Cell summarized. _**If you cast another spell in this condition, you**_ **will** _**lose consciousness.**_

"Options?" Twilight asked.

 _ **Give up?**_

"Not an option."

Cadenza hopped down from the exploded hall; she stalked across the grass and dirt as if she were in no hurry get there. Twilight's fuzzy vision, and the heat of the flames, made the air shimmer. For just a moment, Cadenza in her armor looked like another pony. One right out of history- one Twilight had seen before.

Twilight shook her head. "Cell, you have to do something!" she pleaded. "We can't lose this fight!"

Twilight broke out shivering as the temperature of her armor plummeted. _**What would you have me do?**_ Cell demanded angrily. _**I've done all I can at this point; you take my control of magic, and I take your energy to stay awake.**_

"Hardly seems fair! I'm the one doing all the fighting, flying around and casting spells. You sit there sucking out energy and distracting me!"

 _ **It's been give and take with us, but that isn't how this is supposed to be. We're supposed to act as**_ **one** _ **, sharing our power and thoughts. I can't sustain this relationship on my own!**_

Twilight was about to yell, "What relationship!" when the shadow fell over her. Cadenza was done savoring the moment.

She slammed the flat of her blade into Twilight's chest, breaking the already cracked ribs. Twilight was flung over the destroyed walls of the building and into the front courtyard, where she plowed another trench identical to the one she was just in. Twilight came to rest in the exact center of the yard. "No more," she whispered.

At the same time, Cell groaned, _**I'm finished.**_

Twilight opened her eyes and saw that she was once again wearing nothing but a sparkling dress. Her armor was gone. "Cell... why?" No answer was whispered in her ear.

Through the haze of pain, Twilight saw Cadenza gliding towards her. The princess landed only a few feet away, folded her razor wings, and marched up to Twilight. She wrapped her magic around Twilight's throat and lifted. As Twilight gagged, she placed the tip of her sword in front of Twilight's trachea. "Your Element may have left you conscious," Cadenza mused, "But in a dormant Element, you may as well be completely alone."

Twilight forced herself to talk, though it was just adding more pain. "And who... are you... to talk?" Cadenza relaxed the grip slightly. "You're fighting... all alone, too! You don't have any friends. You have _servants_."

Twilight thought it was a good argument, but Cadenza merely shrugged. "Friends are for those too weak-willed to support themselves. For those who cannot take fate into their hooves and forge a new path. I am not them; I have no need of _friends_. The strong have followers, and mine will sacrifice their very lives to see my cause succeed! If it means fulfilling my destiny..." Cadenza drew back her Chimera Blade. "I will cast aside all who dare call me _friend_."

Zecora was out of breathe. She'd been running through classrooms and hallways and holes in the walls just to keep up with the battle. Her disguise was actually coming undone; sweat was screwing up the dye in her fur, and her dress was torn apart. Her mane was standing up partially. At first, it seemed like a inconvenience; what if somepony spotted her?

But now, Twilight was in trouble. Her Element had failed and Princess Cadenza was about to murder her in front of the entire school. Zecora could not allow that to happen. If she had to intervene, it was better for her to do it sans disguise.

Zecora touched her golden bracelet, drawing strength from the solid metal. "I must get her away from that warmonger," the zebra muttered. "Hold on, Twilight; a couple moments longer."

Twilight stared at the tip of Cadenza's sword, poised to strike at her heart. There was no doubt in Twilight's mind that the blow would kill her. The Chimera Blade would slice through Cell, through muscle and bone. She would die in this strange world, having never set eyes on the other half of her own sword.

Waters of sorrow threatened to cut off her breath even more than Cadenza's magic, but Twilight forced them down. If she was going to die, she'd do it with her head high.

Of course, not everyone was so accepting of her defeat.

"Stop!" Derpy shouted. She dropped down between Cadenza and Twilight, actually putting her own body in front of the deadly blade. Not that it would have mattered; one unprotected pegasus wouldn't have slowed it at all. But the sudden appearance of another pony startled Cadenza enough for her to drop Twilight.

Twilight hit the rocky ground hard. It was almost enough to jar her sword from her grasp, but she kept a death grip on it. She would not lose both halves.

Derpy lowered herself further, always keeping her body between the alicorns. "You're wrong," she said to the princess, which made Twilight worry. If Derpy pushed too far, Cadenza would simply kill them both. Luckily, she still seemed more perplexed than annoyed.

"About what?"

"About friends!" Derpy stamped her hoof. "Friends are for ponies who aren't too proud to admit they need help. They're for ponies who know they aren't perfect, who want to be more than what they are! I'm Twilight's friend," the pegasus said valiantly. "She's not perfect; she always starting fights and she doesn't seem to think she deserves friends. But I'm her friend anyway.

"And even if I weren't," Derpy added, "She's got another friend. She's got her Element! You wouldn't think it 'cause it's just clothes, but her Element has a heart! She talks to it and she named it. Cell's heart beats for Twilight! So how can Cell be any less Twilight's friend than I am? Get up Twilight!" Derpy turned around to face her. "Get up, and stand with your friends, just like we stand with you!"

Cadenza's eyes grew steadily colder as she listened to Derpy talk. Before long, they were emanating cold as if it were Dark Magic; her eyes gained flecks of blue in the irises. Her pupils began to lengthen vertically, looking more and more like the eyes of her Tantabus.

Twilight watched as Cadenza's anger grew, and felt like joining her. The Magic of Friendship did not exist in this world. That had been proven to her over and over again. The only way to solve this was with the power of violence and force.

 _It could be both,_ a voice whispered. Twilight couldn't tell if it were Cell, speaking with one last bit of energy, or her own thoughts. _You could still be... friends._

Something kept Twilight's frustration from rising. Derpy's words resonated within her. It seemed as though some part of her was being shored up. Like she were a bridge, and new pylons had been sunk to support her.

"Twilight," Derpy said pointedly. She held out a hoof. "We're your friends."

Twilight slowly raised her hoof. She was hurting. Bad. She was probably about to die. But Derpy was her friend. And if she were going to die... she'd rather die with her friends, facing danger head on. Derpy grabbed hold of Twilight and pulled her up, until the alicorn was almost standing. Her right hoof still held her sword.

"Let's get this over with," Twilight grit out.

Cadenza snorted. "I've had enough of this nonsense!" She brought up her sword. Twilight tracked the blade, solar light refracting off of it. She felt a tickle in the back of her mind. "Friend or no friend- your time is over, _Twilight_ Sparkle!"

 _CLANG._

Cadenza's eyes widened, the blue vanishing in an instant. Twilight smiled. Their blades locked, silver against gold, dark and light. "H-how?" the princess gasped.

"What she said- it isn't nonsense." Twilight pushed herself fully upright, ignoring the pain and standing on her own hooves. The crystals of her dress began to glow. "It isn't nonsense at all!" Twilight shoved Derpy to the side as hard as she could, away from the epicenter.

 _ **Do it, now!**_ Cell shouted, and this time there was no doubting it was the armor's voice.

Twilight's smile grew. "What are friends for?" And she slammed the bracelet on her left hoof against her horn.

Twilight opened glowing white eyes, even as tendrils of light sprouted from her horn. They became a web of power, wrapping over and around her until Twilight was surrounded by an orb of magical energy. And yet, she was part of it, too. They were connected.

" _I get it now,"_ she whispered. " _Cell... you're not a tool, or a weapon. You're not some inanimate object."_

The sphere brightened, and from its glow Twilight could see a fiery form emerge- a white pony, galloping towards her, with flares of solar energy in her hooves. The pony, almost twice as tall as Twilight, cantered to a halt only a few feet away. Their amethyst eyes locked.

" _You're not Celestia. You're not my teacher. So I pushed you away. I wanted her, not you."_

Cell held out a hoof, and smiled warmly. Twilight smiled in return. She grasped Cell's hoof in her own.

" _But I need you, not her. And you need me."_

Cell's fiery form dissolved into a shower of stars, flowing forward over Twilight. She gasped as the power rose inside her, burning. Twilight could feel her bones knitting together, her wounds healing. Her entire body became a sheet of roiling energy.

" _Together we are stronger than we could ever be apart. As long as we trust one another, and believe in one another, we can do anything. Because you and I... we're friends!"_

 _ **Indeed we are.**_ Cell's voice echoed through her mind.

Waves of magical fire retreated up Twilight's body, leaving behind gleaming armor. Smooth diamond formed a skintight layer; rainbows of quartz flowed down her back and wings. Crystals grew like new primary feathers on her wings. Corundum and topaz built into proper sabatons, faulds, vambraces, and the like. On her head, shards of those same crystals built into a crown, befitting a Princess of Equestria.

A golden cuirass grew over the diamond on Twilight's chest. A pair of rondel plates sprouted from the armor; the right flowed with colors across the spectrum, just like her wings; the other held an amethyst eye filled with untold wisdom, and a powerful resolve.

"Solar Magic, Harmonize!" they roared together. "Element: Celestia!"

A wave of power rippled outward from Twilight and Cell; the students still watching were pushed back by a force greater than the tides of the sea. Even the Elite Four were tossed aside. In the school above, Zecora relaxed and smiled. It seemed she'd underestimated her new student.

Twilight breathed in, strangely calm. She could feel the magical energy surging around her. This was a power she hadn't known since she was a foal- the entire world at her mercy, one thought, one spell the only thing between the universe and chaos. On her own, Twilight doubted she could control it. But she wasn't alone.

The highlight in Twilight's mane began to glow bright pink; the undersides of her wings followed suit. With a single flap, she sent them hurtling forward at Cadenza, far faster than they'd ever moved before. Twilight had enough presence of mind to realize the Speed Spell was still in effect, but even still. She was faster than Lightning Dust, faster than just about anypony in this or _any_ world.

Cadenza managed to block, but now she was on the defensive. Twilight took a moment to enjoy the emotions on Cadenza's face. To see the princess go from arrogant, to upset, to worried, to near panic as she fought to keep up with Twilight. The blows forced them backwards across the yard. "This is incredible!" Twilight gushed. "Why didn't you tell me about this sooner?"

 _ **Well, you had a lot on your mind yesterday.**_

Twilight laughed as she heard her own words parroted. "You need my magic just to stay awake. The more I pushed you away," she realized, "The more magic you must've needed to stay. That's why I kept passing out!"

 _ **Exactly!**_ Cell manipulated the magical energy in Twilight's hoof, bringing their sword up in time to parry Cadenza's desperate counter-thrust. _**The magic we just shared is more than enough. Especially because we are**_ **sharing** _**it now. Truly, we have become one!**_

"Then let's end this!" Twilight adjust her stance, pushing strength over speed, wearing the other alicorn down. Strike after strike forced Cadenza into a crouch. Twilight raised her blade. " _Augetur! Fiducia Nectimus!_ " Twilight's sword seemed to unfold, the fabric of reality cracking around it. The hilt lengthened until it was big enough for Twilight to hold in both hooves; the filigree blade grew like time-lapsed vines. In an instant, Twilight held a sword large enough to make Shining Armor feel inadequate.

 _ **Nicely done,**_ Cell admired. _**Quickly; the trigger phrase!**_

Twilight smiled; she had the perfect one ready. "Bearer's Blade!" she shouted, "Friendship... Is... _Magic!_ "

Stars glittered the length of the blade. Twilight swung with all her might, unleashing a final burst of magical energy directly at the weakened Princess Mi Amore Cadenza.

Princess Cadenza watched with wide eyes as her opponent rose again. Stronger, faster, possibly better than her. Cadenza fought with everything she had, feeling the dark flame at her heart grow smaller and smaller with every passing second. Finally, Twilight preformed a feat of magic the likes of which Cadenza had never thought possible: she enlarged her sword, and placed a binding charm with a trigger phrase on it at the same time! Nothing like that had been done since ancient times. Cadenza felt her knees buckle, and she collapsed onto the ground.

That was the only thing that saved her life.

The blast of magical energy sliced past, splitting the hairs in Cadenza's mane. It slammed into the wall behind her and carved a trench across its entire length, an arching groove a foot deep in reinforced stone.

Twilight stood stock-still, blade still extended, smile frozen on her face. The students in the crowd looked between panic and joy. The entire school held its breath.

 _Clack!_

The soft tap of Cadenza's sabaton on the ground echoed across the courtyard.

Cadenza reached out and grabbed her Chimera Blade.

She got to her hooves.

And she grinned at Twilight.

"Now things are getting interesting," the princess hissed. The black flame swelled once more, and her eyes flashed cold blue, though she could not see it.

Cadenza launched herself with the force of a rocket, ground rippling behind her. She and Twilight crossed blades once more, the force of the blow shattering the air between them. But Twilight danced away nimbly. She didn't bother swinging her gigantic blade again, merely twirling her whole body. It became a shield, a weapon, whatever Twilight needed it to be. A crater of devastation spread outward as the ponies' clashed again and again.

Finally, Chimera Blade and Bearer's Blade locked, sparking against one another. Twilight glared across the 'X' of metal. "We're getting nowhere, Mi Amore!" she shouted. "Just tell me who has my Element!"

Cadenza snarled. "And if I did? Then what would you do?"

Twilight looked startled, as if she hadn't thought that far ahead. But then she cocked her head, listening to a voice Cadenza could not hear. Twilight smiled. "I'd find that pony, and do the same thing I'm doing to you, until they give me back my Element!" With exuberance born of inexperience, Twilight shifted her grip and threw her hoof at Cadenza's muzzle. The force shook loose her teeth and cracked the wall behind her.

But Cadenza used it. She pivoted in midair and bucked Twilight in the chest, her kick knocking the wind from the younger pony and creating a crater across the courtyard. "Your vision is weak," she spat. "My goals are beyond what your limited mind could fathom!"

Twilight snorted in exasperation. "I'm getting tired of you insulting me like that!" She reset her grip on the blade, and flew forward, swinging hard.

"My resolve has not begun to be tested," Cadenza roared. She pushed off the ground, meeting the strike halfway.

The two armored alicorns collided in midair, sword against sword. Magic imploded; the entire courtyard was drawn towards the point of contact like a black hole. Masonry ripped itself from the walls and buildings. Ponies outside found themselves lifted from where they cowered.

A moment later the suction reversed, and everything was blown out with a force twice as great as before. Every window was shattered; debris hurtled out over the city for blocks. The Elite Four cowered inside one of Shining Armor's shields.

The dust settled slowly. Cadenza and Twilight still hovered in the air, Element to Element, Blade to Blade. Their nigh-identical eyes stared across razors of precious metal.

Slowly, Twilight's wings folded. She fell out of the sky, hitting the ground surprisingly soft. The princess glided down in front of her. She smiled a predator's smile at her defeated opponent.

Twilight felt frustration rise like bile in her throat, just as burning. She'd mastered her Element, empowered her sword, and utilized magic in a way this world hadn't seen for ages. She'd fought with every fiber of her being, as hard as she could... but it hadn't been enough. Cadenza had won.

 _ **We are not dead yet,**_ Cell told her.

"No..." she whispered. Cadenza raised an eyebrow. Twilight looked up, the entire fight flashing behind her eyes. She knew what she had to do. "I'm going to take it all away."

"All of what?" Cadenza placed her sword point under Twilight's chin. She was very interested in her foe's last words.

"Everything you've been talking about. Your followers, your fate, your destiny- I'm going to take it all away. And you'll know exactly what I'm doing." Twilight smiled smugly. "By the time I'm done, you'll be _begging_ to tell me what I want to know! Trust me," she added, "If there's one thing I understand, it's a pony with an obsession."

Cadenza stared down the length of her blade for a long moment. Then she raised it...

Only to reverse it, and place it back into it's scabbard. With a flap of her wings, Cadenza soared over to the front entrance of what had been the school, and stood at the top of the steps. "It won't be easy," she smirked. "All of Canterlot High is my kingdom." She clacked her sabaton down. On the steps below her, the Elite Four lined up; below _them_ , an assortment of students in two-stone mage armors emerged from the crowd. They all stood tall and proud, glaring at Twilight. "It will amuse me to see you try and spite my destiny. You think you can topple an empire alone?" Cadenza laughed mirthlessly. "Now _that_ is something I would like to see." Her eyes flashed blue once more. "After today, every student in this school will be your enemy. Just _try_ and defeat them all."

Twilight struggled to her hooves. The assembly in front of her could shake the foundations of the world, change time and space, make gods tremble in their palaces. "I'll do it," Twilight promised defiantly.

Cadenza gave a real smile. "If you do, Tantabus and I will face you again. I look forward to that day."

"And when we win? You'll tell me everything I want to know."

"Of course. You have my word."

Cadenza turned and stalked into what was left of the building, taking with her much of the light that had filled the courtyard during the fight. Twilight let out a breath she hadn't realized she'd been holding, and relaxed ever so slightly. She spotted Derpy among the crowd, and touched a hoof to her chest, just under Cell's eye. "It'll be sooner than you think, Mi Amore," she whispered. "Because I'm not alone. I'll never be alone again." The gemstones warmed under her hoof, ready for anything.

Zecora slipped out of the wrecked school quietly. What she had seen... It was incredible. Twilight was already far stronger than she could have hoped. The two alicorns had been almost a perfect match. She could only imagine the sheer ferocity of a battle after Twilight had defeated an entire school's worth of magical armors.

But there was one thing that had her concerned. Cadenza's Element was obviously a source of Dark Magic; the sort of thing that could warp a pony's mind until it was unrecognizable. Already she seemed to be acting differently from how Zecora expected. Twilight had used psychology of course, but for Cadenza to be manipulated so easily, for her to make that ultimatum... it was almost as though she _wanted_ Twilight to get stronger.

"Curious, very curious," Zecora muttered. "I can only hope Twilight is victorious."


	4. Smoke And Mirrors

Twilight quickly flipped through the ancient tome entitled _Abstract Geometries and Everyday Applications_. Her eyes tracked every word, every equation, absorbing the knowledge as fast as a pony possibly could. In no time, she reached the back cover, and telekinetically discarded the book onto a growing pile behind her.

"That was fast," Celestia remarked. The white alicorn smiled at her former student as she deposited yet another stack of books on Twilight's desk. "You'll have read the entire library soon enough. And what then?"

Twilight considered it, even as she grabbed the next book. "I suppose I could take a trip to the Crystal Empire; I'm sure Cadence wouldn't mind me holing up in their library for a few days."

Celestia fixed her a very serious look. "Twilight, we _are_ in the Crystal Empire."

Twilight looked around at the soaring shelves, the glass ceiling supported by crystalline arches. "Oh," she blushed. "Right. Maybe the Castle of the Two Sisters then?"

Twilight placed a hoof on the book cover, ready to open it and read. But to her surprise, it vanished in a wisp of black smoke. Not just the cover, the whole book. Twilight frowned. She tried another book, but the same thing happened. "What-"

All around Twilight, the books bled away into shadow, leaving behind dusty shelves and cobwebs. The light dimmed, and a cold wind blew over her. She shivered.

The library seemed so empty and lifeless now. "Hello?" Twilight called out. "Where is everypony? Celestia!"

But there was no answer.

Twilight trotted towards the door. She didn't like this. It was time to go. But after five full minutes of trotting, the door seemed no closer. Twilight frowned again and looked behind her. To her surprise, the shelves and desk were gone; in their place was only an infinite blackness.

Twilight turned back to the exit, and found blackness there, too. She hung inside an endless void, alone. Twilight kicked all four hooves and flapped her wings, but could not touch anything. She opened her mouth to scream, but she could not hear her own voice.

Then, a light.

A pinprick of a star on the horizon, so brilliant it hurt her eyes to look. Twilight shielded her gaze with one hoof, but it was no use. The light grew, and grew, until it filled the sky. Her fur sizzled.

Then in an instant, it was gone.

 _ **Please... stop...**_

Twilight froze. That voice...

She dropped her hoof and looked up- or what seemed like up in this place. Hanging in the void before her was a dress, pure white and covered in a jeweled pattern. Diamonds covered most of the fabric, but in places there were lines of corundum and topaz. Quartz, every color of the rainbow, flowed from one side of the chest over onto the back. An eye of amethysts glinted on the other side.

The eye moved. It focused. On Twilight.

 _ **Don't!**_ she heard the dress cry. Its eye widened in terror and pain. _**Please, don't!**_ The outfit thrashed against invisible chains. _**For heavens' sake, STOP!**_

Brilliant streaks of energy cut across the helpless fabric, and it exploded into a thousand shards, shattered forever...

"Cell!"

Twilight spasmed awake. Her hooves were wrapped around her pillow, her blanket tangled in her legs. Slowly, her breathing calmed. She pushed herself upright on the bed.

It was still night. Outside the window, Canterlot slept in relative darkness. The city was quiet. In fact, the house itself was near silent, but for the snores of four other ponies.

 _Nightmares,_ she shuddered. Twilight had experienced her fair share of them- heck, she'd faced the living embodiment of bad dreams, Nightmare Moon. But they usually didn't affect her like that. They didn't make her wake up in the middle of the night in cold sweat.

She wondered if it had something to do with Tantabus. Princess Mi Amore Cadenza had named her own Element _Nightmare_ , which seemed horribly apt. But it had been days since they fought. If it was going to affect her, surely it would have done so earlier.

"Twilight?"

The alicorn started briefly, before recognizing Derpy's voice. "I'm awake," she said quietly.

"What time is it?" Derpy yawned.

Twilight checked the nearby clock. "Three forty-five."

The pegasus rolled onto her hooves and shook straw from her mane. "Can't you sleep?"

"I... had a nightmare," Twilight confessed.

"Oh." Derpy looked at her with understanding. "You wanna talk about it?"

"No, not really." Then the image of Cell, strung across space, rose unbidden in her mind. "Actually, can we? Please?"

"Sure." Derpy tucked her hooves in like a cat and waited.

"I saw Cell," Twilight began. "She was... attacked. By something, I'm not sure what. Torn apart. And there was nothing I could do."

Derpy stared a moment longer, then broke out into a smile. "Oh, is that all? Twilight, it was just a bad dream. Your armor is going _nowhere_."

"How can you be sure? Everypony in school hates me; if I let my guard down for even a second..."

"You won't let that happen," Derpy reassured her. "You're an alicorn with amazing sword skills. You faced down the princess! Plus, you got me to back you up," she added.

Twilight laughed. "I suppose that's true. But honestly? I'm scared." Twilight looked down at her hooves. "I'd rather face a horde of hungry manticores than another mage armor."

"Could you beat a horde of hungry manticores?"

"I don't know! But they scare me less." Twilight sighed and lay back down. "I'm going to try and get some more sleep, okay?"

"Good idea." Derpy flopped down on her mat and pulled a blanket over herself. "Hopefully we can fall asleep before anything bad _does_ hap-"

 _CRASH!_

The window exploded into shards of glass that skittered across the floor. Twilight bolted upright and stared at the small object that had been launched through; it was cylindrical, striped with red and white, and smoking on one end.

"Is that a... firecracker?" Derpy frowned.

Twilight yelped and dived on top of her. "Get down!"

The two mares huddled in the corner for a moment, watching the firework pop and roll. Finally though, with a small _pfft!_ , it stopped. Derpy cocked her head. "Huh. Must have been a dud."

 _BANG!_ Only it was more along the lines of, _BA-BA-BA-BA-BA-BA-BANG!_

Clouds of smoke and sprays of color filled the room. The acrid stench of burning paper made Twilight gag. She struggled towards the door, only to yank her hoof back when pyrotechnics exploded against it. _How is all of this coming out of ONE firework?_ She glanced around and managed to spot Derpy crawling under the bed. _Great idea!_ Twilight shot across the floor to join her.

Derpy was shivering, and Twilight noticed a scorch mark across her flank. "How long will this go on?" the pegasus asked. Twilight could only shrug helplessly.

After another thirty seconds- Twilight counted them all- the explosion seemed to wear itself out. Things became much quieter. Twilight risked a peek.

Above the smoke, she could see the specks of color pulling together in the center of the room. To her surprise, they formed an image, a pony made of light and smoke. A distorted voice echoed from withing the cloud.

" **Twilight Sparkle!** " The pony of light moved its mouth to the words; it seemed the firework had been heavily enchanted. " **I know you are- where are you?** " it faltered, then glanced around the room. Twilight frowned. Perhaps the pony was using the firework as some means of two-way communication? That would be difficult, but not impossible. " **Sparkle? I'm not going to talk to an empty room, get out here!** "

Twilight began to crawl out from under the bed, only to knock her head against the frame. A cloud of dust rained down on her and Derpy, sending them both into sneezing fits. The light-pony heard and turned to watch as they pulled themselves out. It smiled. " **There you are. Heed me, Twilight Sparkle! I know you're staying with that** _ **loser**_ **Derpy Whooves.** "

"Hey!" Derpy cried.

The light-pony ignored her. " **I've pony-napped one of her family. If you ever want to see her again-** " A shimmering image appeared in the smoke, of a magenta mare chained to a wall, looking rather despondent. Light-pony laughed. " **All you have to do is make it to school on time.** "

"That's it?" Twilight was surprised into saying. Compared to the 'fight me in a duel' challenge she was expecting, this would be easy. "I've never been late to school!"

" **Well, I've made it harder for you! Step outside; you'll see.** " The pony cackled. " **Be quick about it though. If you're not in homeroom by the time roll is called, I win! Not only will Derpy lose a family member,** _ **you'll**_ **be expelled from Canterlot High. And then you'd** _ **never**_ **get to finish your oh-so-important quest! Nyah ha ha ha ha haaaaaaaa!** " As it laughed, the pony and the smoke were sucked back into the firework, which compressed and folded until it was a speck the size of a sand grain, then disappeared in the tiniest flash of light imaginable.

Twilight blinked. She opened her mouth, closed it, then blinked again. Then she sneezed as a large chunk of dust fell out of her mane and past her nose. "Ugh, what was _that_ about?"

"Twiiiiii-light!" Derpy grabbed her by the shoulders and began to shake. "They've got Berry Punch! We can't just leave her. We have to get out there and get to school on time!"

Twilight shoved Derpy back with one hoof. "We will, of course. Heh," she chuckled. "I'm just surprised they took _Berry Punch_ , of all ponies."

"What's that supposed to mean."

"Well... No offense, but she's kind of... Annoying." Twilight shrugged. "If there was any pony we'd be willing to just give up on, it'd be her."

"Twilight!" Derpy got right in her face. "She's still family!"

"I know, I know." The alicorn smiled. "Just let me get changed, then we'll head out." She turned towards the clothes rack. "Time to shine, Ce-" She stopped.

The rack was empty.

"What!" Twilight jerked her head around, looking at the floor, the walls, everywhere. "Where's my Element?!"

Pony la Pony  
Chapter 4: Smoke and Mirrors

Derpy stood by and watched as Twilight tore the room apart. Drawers pulled out of the cabinet lay overturned on the bed, which was itself sitting several feet from the wall. So many clothes- all Derpy's- littered the floor it looked like it was made out of fabric. "No no no!" Twilight grabbed her head in her hooves and flitted to the ceiling. "Ugh, where is she!"

"Maybe somepony stole your Element," Derpy suggested.

"When? We were sleeping in here the whole night!" Twilight tossed her way through a few more garments. "Aaagh! This is hopeless!" She dropped to the floor and covered her face. "I'll never be able to do this without Cell."

There was a knock on the door, a moment before it opened and Cheerilee poked her head in. "Girls?" She took in the wreckage, the signs that a one-pony tornado had swept through. "What's going on?"

Twilight's looked up. Her eye twitched. "We're about to be expelled, someone ponynapped Berry Punch, and I can't find my Element. Any other questions?"

After taking a moment to absorb all that, Cheerilee simply asked, "Pancakes or waffles?"

Fifteen minutes later, four ponies sat around a table in the kitchen, inhaling breakfast. As nervous as she was, Twilight couldn't help enjoying the food. The pancakes were fluffy as clouds, but much tastier, drizzled with syrup and butter. There was oatmeal, grits, toast, eggs... everything a pony could want. She wanted it all.

Twilight was midway through her third plate when Derpy flapped in from the other room. "Room's clean," she announced. "Sorry Twilight, I didn't find your Element. But here you go!" She dropped Twilight's saddlebags onto her back.

The alicorn swallowed her latest bite and smiled. "Thanks. At least my _sword_ isn't missing, too."

"What ah don't understand," Big Mac said between bites, "Is why they took Berry Punch. Ah mean, of all the ponies, we ain't as likely to go out lookin' fer _her_."

"Dad!" Derpy shouted.

At the same time, Twilight exclaimed, "That's what I said!"

Dinky pulled her face out of a stack of fluffy calories and chewed as she talked. "Ah'm more in'reshed in wha' ya' said abou' gehhin to sshool!"

Cheerilee assumed a pained expression. "Dinky, dear, swallow your food so you don't spray crumbs everywhere. That's rude."

"Sorry, mom," Dinky said, after doing just that. Then she turned back to Twilight. "Whaddya think they meant, about making it hard for you?"

"I'm almost afraid to know," Twilight sighed. She looked up at the clock. "We've got a little less than four hours before homeroom, and that pony didn't seem to think we could make it."

"Then what are you sitting around here for?"

"Well first of all, I'm still a bit hungry. And thirsty." Twilight demonstrated by downing a glass of orange juice. Once she put the glass down, she continued, "Also, without my Element, I'm not really sure what to do."

Cheerilee passed her another stack of pancakes. "So you're giving up?"

"No!" Twilight hung her head. "I'll try; I'm just not sure I'll succeed."

There was a moment of quiet as the family contemplated that. Twilight noticed that it seemed extra quiet, and then she realized it was because Berry Punch wasn't loudly eating in the background. _Wow. Maybe we will miss her after all._

Then Dinky belched. "So you lost your magic outfit. Big whoop! You didn't have that thing when you met me, and you were a total bada-" She stopped when Cheerilee shot her a look. "I mean, you're a really good fighter, even without your armor. You can totally do this!"

"Iffin it makes you feel better," Big Mac suggested, "We can look 'round for you 'til we find it. Heck, we can even bring it to you."

"Really?"

"Of course!" Cheerilee smiled. "Do you think you can hold out until then?"

Twilight took a deep breath. "I'll do my best," she promised. Twilight shoved her plate away, finished delaying, and double checked her saddlebags. Then she grabbed Derpy by the wing and trotted towards the door. "We better get going. We still don't know what's waiting for us outside."

Derpy struggled in Twilight's grip, reaching out and grabbing food off the counter. "Wait! I haven't eaten yet! Twilight!"

The alicorn sighed and slowed just enough for Derpy to grab them some bags for lunch, then she tossed them out the front door.

"Dohn worvy!" Dinky leaned around the door frame, her mouth full again. "We'll find jer dresh!"

"Absolutely, dear."

"Eeyup!"

"Thank you!" Twilight called back. "Come on, Derpy; we've got a class to get to!" The pegasus saluted, and together they started up the pathway. Shouts of well wishes trailing behind them.

Twilight found herself watching everything, every shadow and scurry of movement; every house and side street and alleyway. She could feel that something was going to happen; she just wasn't sure what.

Derpy wasn't much help. She flew along beside Twilight, humming incessantly.

Then, after almost ten minutes, she said, "Huh. This doesn't seem hard at all. Maybe it was all just a prank?"

Ahead of them, floodlights snapped on, revealing a white stallion in silver armor; behind him was a rather large pair of gates built from solid spruce. The wall they were a part of extended to the sides as far as they could see. Twilight groaned. "I wish you'd stop doing that," she grumbled.

"Doing what?"

"Jinxing us! Every time you say something, things get worse." Derpy looked more than a little put off. Twilight winced. "I didn't mean it like that! I just... shoot." She sighed. "Sorry, Derpy."

The pegasus smiled. "Apology accepted! We should go see what he wants." She pointed up the path at the stallion.

He didn't seem to notice them at first. It wasn't until they reached the edge of the floodlights that he turned and glared at them. "Twilight Sparkle," he snorted. "What's going on here?"

"You tell me, Shining Armor."

Shining frowned. "Don't give me that; this has your name written all over it."

"But I didn't-"

He held up a hoof. "I mean that literally."

Twilight looked and was surprised to see that, yes indeed, her name was all over the doors. Burned, carved, drawn, or otherwise emblazoned across the wood surface dozens of times. "Wow." Twilight stepped up and studied the letters, but couldn't see a pattern. "This is strange, even by this school's standards."

"So you don't know what this is?"

"Nope." Twilight cantered back and frowned. "Though I might have an idea..."

Shining's eyes narrowed, and he stepped between her and the doors. "Talk."

"Well, somepony took Berry Punch hostage this morning, and is forcing us to do something really dangerous in order to get to homeroom on time. They're probably the ones responsible for this."

He stared at her for a moment. Then Shining grinned. "So. Somepony's finally gotten up the nerve to challenge you. I guess my work here is done." Shining turned and began trotting away.

Twilight quickly sidestepped in front of him. "What the hay is that supposed to mean? I just told you about a possible ponynapping and you're going to walk away! Isn't this, I dunno, _against the rules_ or something?"

"Ha!" Shining laughed. "Normally, it would be. But since Princess Cadenza gave the students permission to attack you, it isn't. Anypony near you is collateral damage. Get it?" They locked eyes, and Twilight forced herself not to blink. She couldn't Stare the way Fluttershy could, but she'd been in plenty of staring contests with her brother back home. She usually won.

Sure enough, Shining broke. "Look," he sighed, "I don't like it any more than you do. But I can't fight this battle for you. Twilight, you made your bed. Now you've got to sleep in it."

She grumbled. "I suppose that makes sense."

Then Shining surprised her. He placed a hoof on her shoulder in a way that almost seemed reassuring. "Look, I don't know what's actually happening here; but I know that you can handle it. It's not many who can match Princess Cadenza for sheer willpower. You actually impressed me," he admitted. "With that Element, I can understand why ponies have been reluctant to fight you."

Twilight heard Derpy face-hoof behind her. It was loud and obvious, so much so that Shining Armor looked down. "Where's you Element?" he finally noticed.

Twilight's brain reached out and plucked up the first excuse she could think of. "In the wash!" she blurted. "Yeah, it was really, _really_ dirty, so Miss Cheerilee is washing it. She and Big Macintosh will be delivering it later." Twilight was sure her blush was going to give her away.

Derpy seemed doubly sure, because she added her other hoof to her face.

It didn't happen. "Hmm," Shining rumbled. "That'll make it harder, then. Do you think you'll be able to survive that long?"

"Um... maybe?"

"Don't be ridiculous," Derpy nudged her. "Of course you'll survive."

"Look, Derpy, this isn't going to be easy..."

"I never said it was. But there's no way I'm letting my best friend get kicked out of school. Not before we rescue Berry Punch," she said.

"Thanks," Twilight muttered.

"No problem. See?" Derpy said to Shining Armor. "Together, we can get anything done!"

He stared for a solid minute before wrenching his head sideways. "Right. I have duties to attend to; good luck with... whatever this is. Get to class on time. You know." He trotted away downhill.

"Where's he going?" Twilight asked.

Derpy shrugged. "Probably to the cable-carriage station at the base of the mountain; non-stop all the way to the school. It's only for the most Elite students though."

"Huh." Twilight watched Shining Armor disappear among the crowded buildings, and filed that information away. "Well, let's open a door."

Five minutes later, Derpy sat on the ground watching Twilight pace. The unicorn had made what seemed like zero progress on the door. Some calculations were scrawled in the dirt, but Twilight wasn't looking at them. The only contribution Derpy had made so far was a suggestion to fly over the door, which was shot down because it went all the way up to the net. Twilight tapped against the side of her head, muttering. "Think, Twilight, think!" She glanced up and resumed pacing. "Rrargh!" Twilight screamed moments later, when the answer still didn't come. She ran up to the door and began pounding on it. "Open! Open, you- you... just open!"

Snorting furiously, Twilight backed up a few feet and then galloped straight at the door. Her forehead slammed into solid wood, and she fell to the ground in pain.

"That's what I call using your head," Derpy cheered. Twilight sent a glare her way, but it was half-hearted. The pegasus wasn't actually paying attention; her thoughts were no doubt on school and her missing aunt. Then Derpy asked, "Can we have a snack break now?"

Twilight was not amused. "No! We have to get to school, which means getting past this door. And it's not like it's just going to _magically_ open when I say, 'Open Sesame'!"

Twilight heard a groan behind her, and she looked to see the doors swinging open.

"Or, maybe they will."

Derpy hopped up and pronked over to her friend. "You did it!"

"Yeah, but how did I do it? Was there some kind of voice-recognition, or a timer, or-"

"Who cares?" Derpy began shoving at Twilight's haunches. "Let's just go."

Twilight instinctively found herself resisting, legs straight and hooves digging furrows into the dirt. She wanted to understand what had just happened.

Turned out, that hesitation may have just saved her life.

 _The pony watched as the Chairman_ finally _left, allowing that loser Twilight and her loser-er friend to move on. The delay was unanticipated. Thankfully, the absence of the Element was not. Everything according to plan; when the Element arrived later- the pony had no doubt it would- they would be in the perfect place for the plan to succeed._

 _The only wrinkle was Twilight's incompetence. It was a_ door _. A freaking_ door _. How could it be that hard to open? The trigger phrase the most common thing to say to a closed door! It took that loser more than_ five minutes _to work it out, and that was mostly by accident._

 _Ugh._

 _Whatever. The door was open; the rest of the challenges were fairly simple. Starting with this next one. A trial by combat. The pony smiled at the monstrous howl, and moved to the next position. On to phase three._

Twilight heard the roar at the same moment her hooves caught on a rock, sending the both of them tumbling to the ground. A the same moment, a glittering blue claw sliced the air where their necks had been. Twilight felt the breeze ruffle her mane. She shoved backwards just as the gigantic paw hit the ground, the force of it sending them tumbling again, rolling downhill.

Twilight felt her pupils shrink as she took in the creature. Bigger than a house, its lustrous fur covered in stars. The dripping maw full of teeth. The claws that would make a dragon jealous. And two yellow eyes, glaring at them angrily. It was a creature Twilight had seen before, and hoped never to see again.

The ursa roared once more, spittle flying from its throat. Twilight and Derpy were drenched.

"Run!" Derpy screeched. She launched her self towards the nearest alley, and Twilight was quick to follow.

 _An ursa minor? Around here?_ Twilight groaned in her head. The last time she'd encountered one of the beasts, she'd needed every ounce of her magic to stop its rampage. That had been a while ago, but this place had left her weaker than even then! Without her Element-

Twilight shook her head. Now was not the time to get distracted. She tailed Derpy around a corner and behind a house.

Unfortunately, putting a house between them and the ursa did nothing. The bear-monster simply clambered onto the roof, nearly demolishing the structure in the process.

An instant later, the door opened and a familiar-looking, screaming unicorn in a nightcap hurtled out.

"Aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaah!" she shrieked. Then she slammed into Twilight bodily; pain shot through Twilight's skull, and the mare fell back with a surprised squeak. "Ow! What's going on?"

Through her new headache, Twilight grabbed the mare's hoof and yanked her up, not caring about _Who's_ and _What's_. "Ursa. Bear. Run!"

She looked up and screamed again, her hooves propelling her past both Twilight and Derpy. Twilight quickly put on a burst of speed to catch up. Derpy looked over. "What do we do?" the pegasus yelled.

Twilight wanted to yell back, _I don't know!_ but refrained. She instead wracked her brain, which made it hurt worse, trying to remember everything she knew about the aggressive but reclusive species. Stronger than dragons, almost as resistant to combat spells. Claws that could slice through solid rock; no record of an ursa major ever being defeated. The ursa minor- _the ursa minor was weak in the back of the head!_

"Follow my lead!" Twilight declared.

Derpy half turned her head, letting the one eye focus on her while the other pointed forward. The advantage of having unusual eyes.

They turned down a long, straight path with few obstacles. Twilight could see the nervousness in Derpy's eye, but the pegasus kept going. The ursa roared, and chased after them. Many of the buildings lost their facades to its wide shoulders.

The beast was only about ten feet behind them when Twilight yelled, "Split!" She jumped sideways into an alley, and was pleased to see Derpy grab their new ward and go the other way. The ursa paused briefly, then went after the larger- and slightly slower- target.

Twilight turned immediately. The ursa was distracted; she spread her wings and jumped as hard as she could. The top of a dumpster, a small window sill, a hanging planter, and finally onto a roof. The glittering, wing-shredding net was a little too close for comfort, but Twilight could safely run from building to building. She stayed as low as possible, using the chimneys for cover.

Derpy had steered the two into a tighter path, one more difficult for the ursa to follow. But follow it did.

Twilight sneaked as close as she dared and reached into her bag to pull out her sword. Running with the filigree blade was more difficult, but she could do it. Twilight jumped out and signaled to Derpy. The pegasus caught sight of the flashing metal and nodded.

"This way!" Derpy grabbed the poor unicorn and pulled her after Twilight. They struggled through the paths below as Twilight hopped over the roofs, staying just out of sight of their monstrous pursuer.

Finally, they came to a more open space. Twilight did her best to silently indicate to the ponies below they should lure the ursa into the center of the road.

That didn't seem to be a problem, because the ursa burst out of the alleyway a second later, coated in dust and rotting fruit peels. It bellowed, and pawed at the ground, gouging up a crater. Derpy and the mare screamed and grabbed hold of one another.

Twilight tensed her legs. Blood pounded thickly in her head.

The ursa took another step forward, saliva dripping off its jaws.

Twilight spread her wings.

The ursa raised its claws to strike; Derpy and the other mare cowered.

Twilight jumped, pushing as far out as she could. In midair, she swung the sword with every ounce of strength she could muster.

The flat of the blade slammed into the base of the ursa's skull. The impact was so ferocious, it vibrated back into Twilight's hooves, and she almost dropped her weapon. The ursa shook under the assault. Its eyes seemed to rattle in their sockets. Then those eyes closed, and the enormous beast began to sway. Back home, Twilight would've been able to grab it with her magic; here, she dove to the side same as Derpy and the other mare.

Like the worlds furriest, bluest tree, the ursa toppled forward. It slammed muzzle-first into a house across the street, and then lay still. A low rumble sounded- at first Twilight thought the beast was getting back up. Then she realized it was snoring.

Twilight trotted over to where Derpy was patting their new comrade's back. "The... the-hat... that was-" she hyperventilated.

Twilight put the sword away and held out a hoof. "Hi," she said. Always a good start. "My name is Twilight Sparkle. This is my friend Derpy Whooves. We were just-"

"ARE YOU INSANE?!"

Twilight backed away. The mare held her right hoof against her chest and continued to breath heavily. "You just- with a sword... And my _house!_ " The mare pressed her nose against Twilight's roughly. "Where am I supposed to sleep tonight!"

"I'm sorry about that," Twilight apologized. She even meant it. "But you see, somepony's ponynapped Derpy's aunt. I don't know if you've heard-"

"Of course I've heard!" The mare rolled her eyes. "Everypony in the _school_ knows who _you_ are. Where do you get off, angering the princess like that? Things were hard enough for us no-stones before _you_ came along."

"You're a no-stone?" Derpy asked.

"What's it to you?"

"Well, I'm a no-stone, too," Derpy pointed out. "Technically, so's Twilight."

"Is that supposed to make me _like_ you?"

"Oh-ho-kay!" Twilight shoved herself between the two of them. "I think we got off on the wrong hoof; why don't we start over? What's your name?"

She glared at Twilight for a long moment, then grumbled something Twilight couldn't make out.

Twilight frowned. "I'm sorry, what was that?"

She sighed. "My name is Lula, all right? _Are you happy?_ "

" _What in Equestria is going on down there?"_

Twilight looked up and saw Shining Armor leaning out of a hanging gondola. The carriage swung as it moved up the cable to the school. "Well?" he asked.

Twilight frowned in annoyance. Her headache didn't seem like it was going away any time soon. "Oh, you know, the usual. Somepony put an out-of-control monster in a cage to try and _kill_ me. Not that you care."

Shining returned an equal look of disapproval. "Ponynapping Derpy's family is one thing. Endangering other students is another. Whoever let that creature loose is going to regret it." He glanced up at the school, then at the ursa. "I'll have the Disciplinary Committee move that thing out of here. _You've_ still got to get to school." The gondola continued up the cable, quickly moving out of speaking distance. But before it did, Shining shouted, "No pony is above the rules, Twilight. NO PONY!"

Twilight looked over at Derpy, who shrugged. "Well that was... something." Twilight turned back to their companion. "Look, Lula," she tried for a friendly tone, "We're just trying to get to school on time. The one who ponynapped Berry Punch also set all this up. I doubt they meant for your house to get destroyed, and I'm really sorry it happened. Is there anything I can do to make it up to you?"

Lula had been staring after Shining Armor, looking distracted, but when Twilight spoke she looked back. "You could leave me alone," Lula huffed. She turned away, finally setting her hoof down.

Only to instantly stumble and cry out in pain.

Twilight rushed forward to support her. "What's wrong? What happened?"

Lula grit her teeth and shook tears away. "My hoof. I think it's sprained."

Twilight looked down at the hoof and winced. It certainly looked swollen and painful. "I've got it," she said. Twilight rummaged around in her bag and pulled out two rulers and some gauze. Derpy and Lula fixed her equally confused looks. "Emergency first-aid kit," she explained. "Don't you have one?" They both shook their heads. "Well, everypony should. I'll have to get some new rulers, though."

Twilight placed the lengths of wood on either side of Lula's hoof, then wrapped it tightly. Lula winced a bit, but said nothing. Twilight added an elastic bandage over the gauze. Finally, she secured the makeshift splint with a combination of metal clips and duct tape. "There," she said. "Try it now."

Lula slowly placed her hoof on the ground. "Not bad," she admitted. When she saw Twilight's satisfied look, she added, "Still sore though."

"I'll take what I can get."

Lula straightened her nightcap over her horn and looked up the mountain. "So let me get this straight: somepony kidnapped _her_ aunt-" Lula pointed at Derpy, "-And is forcing you to run an obstacle course to get to school on time so you can get her back?"

Twilight blinked. "That sounds right."

"And none of that seems, I don't know, _idiotic_ to you?"

"We don't have much choice," Derpy pointed out. "If we don't get to school, we'll be expelled."

"Well good luck with that." Lula turned around sharply and stuck her nose in the air. "I'm going home to see if I have a bedroom left."

"Won't you have to go through the maze, too?"

Twilight did her best to cover Derpy's muzzle and face to prevent her from saying more. She knew exactly where this would lead. But it was too late; Lula halted and her eyes snapped open. "Oh, stars," she cursed, "You're right!" Lula glared at Twilight. "Great! Now _I'm_ going to be expelled, all because of _you_."

"Not if you come with us," Derpy cheerfully suggested. Twilight wanted to bang her face off the ground, but she _really_ wanted her headache to go away, not get worse.

Lula raised up her splinted hoof. "So I can get even _more_ injured?"

"So we can protect you." Derpy swooped over and put a foreleg around Lula's shoulders. "What do you say, friend?"

Lula shook her off. "We're not friends. But-" she sighed. "I suppose I don't have much of a choice. Not if I want to make it on time."

"Great!" Derpy smiled. "Isn't that great Twilight?"

Twilight felt her eye twitch. "Yeah," she said. " _Great_."

Dinky crawled out form under Twilight's bed and sneezed. The amount of dust down there was incredible. "No dice," she sighed. "We've looked _everywhere!_ "

"Eeyup." Big Mac dropped the cabinet he'd been lifting. He hung his head dejectedly.

"Oh, don't worry my little ponies." Cheerilee patted her husband on the cheek. "I'm sure we'll find it soon."

"But we've looked everywhere," Dinky repeated.

At that moment, the door popped open, and the smell of fermentation rolled into the room. "I'm home- _hic!_ " Berry Punch bellowed.

The eyes of the three ponies widened. " _Berry Punch?_ " they shouted. The mare was instantly enveloped in a three-way hug.

"Hey- _hic_ \- e'rypony," she giggled. "Good to see you!"

They released her, and Berry Punch staggered into the living room. Surprised, and a bit concerned, they followed her. "What a day," she muttered. "G'nigh erryyy pooooneeeeee..." Berry Punch suddenly keeled over onto the couch, completely passed out. She didn't even seem concerned about her clothes.

"Hang on a minute," Derpy realized.

 _ **Will somepony get me off this stinking excuse for a mare?**_ Cell screamed, unaware that none of the ponies present could hear her.

Cheerilee exchanged a glance with Big Mac and pulled a face. "Get the cart ready," she said in a resigned tone.

"Eeyup," he said, and swiftly backed out of the room.

Cheerilee turned to her daughter. "Okay, who's ready to learn some life skills?"

Dinky looked over at Berry Punch and grimaced. This ought to be fun...

 _The three ponies had cleared the first obstacle. There were still more than three hours left; thankfully, there were still plenty of obstacles left. The pony mastermind still had tricks up their sleeve._

 _The pony pressed the small release button on their remote. Somewhere ahead of the three, a gate opened with a loud clang. This, the pony decided, would be fun._

The sun was just peeking over the horizon, and some ponies were getting an early start to their day. They walked slowly out to collect the morning paper, or else trotted down the street for some exercise.

Big Mac ran full tilt up the side of the mountain pulling a cart. "Outta the way!" he shouted. "'Less y'all want a cart up yer plot!"

Ponies frantically did as asked, jumping aside just in time to avoid the massive stallion. He thundered past without a second thought.

Inside the cart, Dinky and Cheerilee held on for dear life. The latter was looking a little green. Neatly folded on the seat between them, still smelling like a brewery, was Cell.

"I think I see her!" Dinky pointed to a road higher up the slope. Her parents risked a glance. Sure enough, a purple alicorn and gray pegasus were trotting swiftly uphill. Strangely, a blue unicorn wearing a nightcap and a splint was trailing behind them.

"There's an on-ramp ahead," Cheerilee managed to say. She covered her mouth and swallowed hard. "Please slow down, dear."

If anything, Big Mac sped up. The cart's wheels rattled over the pavement in a deafening cacophony. The ramp was just ahead.

"Twilight!" Dinky yelled. "We got your uniform!"

Twilight heard Dinky's shout and was about to look down, when she heard something else- the screech of a very large reptile. "Did you girls..." Twilight trailed off. She saw from their expressions that they had both heard it.

" _Reeeeeeeeeek!"_

Twilight jumped back, wings flared, as the nearest alleyway exploded mud. The torrent spilled outward; surfing on its edge was a gigantic, razor-toothed alligator, easily three times as big as a pony. Its green scales glistened where they showed through the mud. Its eyes were cold and hate-filled. With another shriek, the beast leaped at the ponies.

"Run!" Twilight turned and did just that; she looked back to make sure Derpy and Lula were following. They were. But with only three good legs, Lula was starting to lag behind. Twilight spotted another alley and slowed, just a bit. At the right moment, she tackled the other two sideways.

The gator screeched in anger as it swept past. Twilight saw it try to turn and swim back, but it wasn't strong enough. Gravity pulled it down the mud slide the road had become.

Twilight waited another minute to make sure it was gone, then looked up the mountain. Mud coated the path for as far as she could see. "We're going to have to find a different way up," she announced.

"Found one!" Derpy pointed to the other side of the alley, where the next road over was clear.

"Oh." Twilight blinked. She should've thought of that; her headache was getting annoying. "I guess that works."

They had almost reached the on-ramp when Twilight and the others turned tail and ran. Dinky was confused. And then she saw the monster. "Oh, crud! Turn back, turn back!"

Big Mac whinnied and scrambled at the ground with his hooves, struggling to turn the speeding cart. Above them, the mud slide splashed into the road divide. By sheer chance, the gator turned, and swam down the ramp.

"Nope!" Big Mac shouted. "Nope nope nope nope nope!" The mud slammed into the side of the cart and spun them a complete one-eighty. They hurtled downhill, completely out of control. Big Mac scrambled with his hooves, trying to slow them down, or turn them, or do anything at all to alter their course, but it didn't happen. Instead, he was tossed up and into the cart. Dinky looked over, and was surprised to see the alligator sitting in the cart, too. The gator looked just as surprised.

And then they smashed into a power pole.

The cart exploded into splinters. The gator was slammed into the side of a rather large building; a sign on the front advertised " _Custom Leather Bags"_. The building's door opened and an earth pony poked his head out. Upon spotting the gator, he glanced around furtively, then dragged the beast inside. The door closed, and did not reopen.

The others fared little better. Dinky and Cheerilee jumped at the last possible moment; they slammed into a group of Saddle Arabians, who immediately began cursing at them. Big Mac was thrown head-first into dumpster. The lid slammed closed after him.

Though no one could hear it, a disembodied voice groaned, _**Somepony help me! These ponies have no clue what they're doing!**_

Cheerilee managed to pull herself and Dinky out of the tourists, who were still shouting in their native tongue, and made her way over to the over-sized trash bin. She lifted the lid and peered in through the stench. "Mac? Honey? Are you okay?"

"Momma?" he called out. "Ay ain't bathin', ay already ate mah bowlin' ball."

Cheerilee absorbed that statement and decided to slowly replace the lid. Dinky looked up expectantly. "Er- your dad is... taking a little nap," Cheerilee explained. She winced. "We'll just have to deliver the dress ourselves!"

"Okay. Where is it?"

Cheerilee looked around and spotted a white-sequined cloth poking out form under the wreckage of the cart. She pulled it, and out came Cell. The purple lapel looked thinner than before, but Cheerilee decided it wasn't important.

"Come on," she said to Dinky, and pushed them towards the nearest taxi stand.

The traps were getting ridiculous.

"Look out!" Twilight shoved Derpy out of the way just before the cage crashed down. The alicorn glared through the spruce-wood bars. Derpy shrugged.

"Sorry. You know how I get around muffins."

Twilight sighed and brought out her sword. With a single swing, she chopped through the cage and was able to crawl out. Still, that was more valuable time wasted. The sun was already above the horizon. "Let's just get moving." The three of them continued up the mountain; as they walked, Twilight tried to imagine what was next. They'd already cleared more than their fair share of obstacles.

First there were the swinging logs that threatened to crush them. Twilight would've been pulp if Lula hadn't tripped at just the wrong time- or right time. Whoever built the obstacle course obviously didn't care about property damage, either. The logs smashed holes in the houses across the street.

Then there was the lava pit. How lava was placed in the middle of a city on the side of a mountain was anypony's guess; Twilight was more concerned with crossing it. The pit stretched across the entire street. There were no convenient alleys to double back through. And the only given means across was a thin wooden plank.

Derpy trotted over without hesitation. It seemed okay, so Twilight stepped onto the board. Lula wasn't far behind.

They were about halfway across when Lula's rear hoof slipped, and she ended up dangling off the side of the plank. Twilight turned and grabbed hold of her, but she was already slipping. And then the plank snapped, sending both of them towards a fiery death. Swiftly, Twilight wrapped her hooves around Lula and snapped her wings open. The largest updraft she'd ever felt pushed them out of the pit; they tumbled to a stop, thankfully on the correct side.

After that, spiked walls began exploding out of the buildings, cutting off the route ahead. They were forced into a maze of side streets and back alleys. It took forever to find the way out.

It was about then Twilight felt acid creeping into her throat. It was just so... frustrating! They should've been at the school already. Instead, the traps had cost them more than an hour.

They'd almost made it to the one-stone district when Twilight felt the shifting under her hooves; another trap. Sure enough, two buildings in front of them began to slide together. They couldn't afford to backtrack; Twilight started to gallop, trusting Lula and Derpy to keep up. The buildings were ten feet apart when Twilight reached them. And the gap was quickly closing. She popped out the other side with a good four feet left. Derpy was right behind her. They both turned and called encouragement to Lula, who hobbled through with only inches to spare.

And then Derpy spotted the muffins on the ground. A trail of them.

Twilight sighed again. All those traps. All that time wasted. And she hadn't spotted Big Mac, Cheerilee, or Dinky since the mud slide. She hoped they were okay. Twilight also hoped they'd find a way to deliver Cell. She could really use a set of enchanted armor at this point. Along with a headache cure, because the pain in her forehead was getting absurd.

 _It's like I'm stuck in a bad Daring-Do novel,_ Twilight thought tiredly. _All that's missing is the giant-_

There was a loud rumble from somewhere up the mountain. Twilight looked up just in time to see a twenty-ton boulder roll out of a chute and come straight at them. "Oh, come _on!_ " she screamed. The three of them had no choice but to turn and run downhill. "I could _really_ use Cell's help right about now," Twilight muttered.

The taxi driver was a fine stallion. Not quite as fast as Big Mac, but that was fine. Now they had a chance of getting there with their bodies intact.

Cheerilee realized they'd have to get above the mud before they could head over to Twilight and company. Rather than chasing the girls all across the city, she told the driver to get them ahead of them. They could backtrack down the slope until they met up.

Dinky's eyes were sharper; she spotted them again first. "I think that's them!" she said to her mom.

Cheerilee poked the driver. "Bring us alongside!" He whinnied in agreement.

It was almost over. Dinky sighed in relief.

And then they felt the rumble. They all looked up in time to see the boulder explode out of the mountainside and come hurtling at them. Cheerilee and Dinky clung together and screamed; the driver screamed, too, but he had nopony to cling to. Instead, he unhitched his harness and jumped into the closest alley.

"Come back here you coward!" Dinky yelled after him. He didn't even acknowledge her shout, and it wouldn't have mattered anyway. The cart was rolling downhill and picking up speed.

Cheerilee watched as Twilight and her friends noticed the boulder. They didn't seem to notice the cart, but that was understandable. The three mares turned and ran; they didn't go far before turning into an alleyway. She wondered why.

Then Cheerilee saw the road ahead was blocked. Two apartment buildings had been shoved together like toy blocks.

"We have to jump!" Cheerilee grabbed Dinky and Cell and got ready.

The filly struggled. "Are you crazy? If I'm going to die, I'd rather splat on the wall!"

"We're not going to die," she assured her daughter. Cheerilee spotted a shop with an awning a little ways down the hill. "Just jump... now!"

They jumped, and landed on the awning, and with their momentum, bounced. Dinky fell into a barrel full of seeds; the landing was soft... ish. Nothing broke at least, which was good. Cheerilee wasn't quite as lucky. She was heavier, carrying Cell, and didn't bounce as far. She landed smack on the sidewalk.

 _ **Get up!**_ Cell encouraged. _**One of you get up, or we're all dead!**_

They couldn't hear her, but Dinky got up anyway. The filly grabbed her mother and pulled the three of them into an alley. A moment later the boulder thundered past. It smashed into the two buildings, causing who knew how much damage.

Dinky decided to ignore that and focus on her own problems. Cheerilee seemed okay. Nothing felt broken on her, either. Earth pony biology, Dinky figured. But her mom was out cold.

"Looks like it's up to me," Dinky said solemnly. She picked up Cell and tossed the dress over her back. "Cool!" The filly abandoned all pretenses of seriousness and ran up the hill, a smile on her face. "I get to be the hero for once. I'm coming to ya', Twilight!"

 _ **Wait, what?**_ Cell shouted. _**Where are you going, she was that way!**_

But no pony heard.

Twilight looked up at the rising sun. It seared her eyes, forcing her to look away; her headache returned in full force. Her face twitched violently. They'd already lost so much time... less than an hour left, now. "Come on, girls," she encouraged. The other two mares were leaning on one another for support, barely trudging forward.

"Give it a rest, will you!" Lula snapped. "Can't you see we're tired?"

"But- but- but we _have_ to get to the school!" Twilight shuddered. "If we don't get to school, we'll all be expelled. And if we're expelled, we can't live in the city anymore. Derpy and her whole family will have to pack up and move!"

In her mind, Twilight saw it. She pictured Cheerilee loading all of the girls' possessions into a wagon, and then the family throwing the ramshackle hut on top of it. Big Mac sullenly pulling the wagon away into the countryside, where they wouldn't be able to find a place to settle down because there would be no place that Cadenza and the royal family didn't have power. So they would wander, and wander, slowing starving and wasting away. Derpy and Dinky would never go back to school. They'd be a family of underfed, uneducated homeless ponies. Berry Punch would have to go sober!

"Snap out of it, Twilight!" Derpy smacked her friend across the muzzle. "We're almost to the two-stone district. We have to keep moving!"

Twilight felt the sting, but she continued to stare vacantly into the distance. "If I get expelled, it will be almost impossible for me to get my Element back!" Her Element of Harmony, her crown. Without it, her own Equestria would be virtually undefended. There would be nothing to stop villains like Discord from simply laying waste to the world. She couldn't go home without it, but if she failed here, so would her quest! "Oh this is bad," she moaned.

"Ugh," Lula snorted. "Look, if you're _so_ worried, I know a shortcut. I try not to tell everypony, because I don't want them _using_ it, but..."

"A shortcut?" Twilight pounced on her so that they were muzzle-to-muzzle. " _Where?"_

Lula pointed to their left. There was a slight gap between a couple of inaccurately constructed apartment buildings; it was just wide enough for a pony to run straight up the mountain. It also looked steeper and more difficult to traverse. And likely, more dangerous. Twilight pointed this out.

Lula rolled her eyes. "I thought you _wanted_ to get to school on time?"

Twilight raised a hoof to object, then reconsidered. She opened her mouth. Then she closed it, dropped her hoof, and sighed. "Let's just get this over with."

The three of them charged into the alleyway. At first everything seemed okay, and Twilight dared to hope they would make it through unmolested. _I've really got to stop hoping for stuff like that,_ she realized a moment later, as the ground around them erupted into geysers of dirt. Something large and black jumped up through each geyser, vaulting to the rooftops. The dirt itself settled back into freshly turned mounds.

"What's happening?" Derpy whimpered.

Twilight swallowed nervously. "Just stay low and stay close." She began creeping forward, one hoof in front of the other, that's it Twilight, just keep moving...

Something thudded into the trash strewn ground next to her. Twilight frowned. "A rock?" Another chunk landed atop a box nearby, crushing it. Then another bounced off a dumpster.

"Avalanche!" Derpy cried out.

"No," Twilight realized, "Somepony's throwing rocks at us. Run!"

"NOW!" an unfamiliar voice screeched from the roofs. The sun above the ponies seemed to disappear behind a patchy shadow; Twilight twisted her neck and saw what looked like a carpet of boulders falling into the alley. She poured on the speed, her and Derpy tugging Lula. The trio barely cleared the last boulder as it slammed down on their tails. Twilight felt the tug of a few hairs pulling out.

"Watch it!" Lula yelled, shaking her good hoof at the sky.

An ugly, squashed face peered over the edge of the roof. When it spoke, it revealed a mouth full of broken fangs. "Aw," it whined, "They made it through. Throw again!" This last was directed to the surrounding roofs, where other ugly faces appeared. Some wore cone-shaped helmets; others, mining hats. The bodies attached to the faces were just as large and ugly. They wore mismatched clothing with pockets that overflowed with jewels. Brawny arms hefted rocks easily as big as a pony.

"Diamond Dogs!" Twilight gasped. She recognized them from the tunnels beside her home. Usually, they weren't so aggressive. Somepony must have promised them a mountain of gems to help thwart Twilight and Derpy. And Lula, too, she supposed. They were all in this together, at this point.

"Ready!" their leader shrieked. "Aim! Fire!" Another volley of stones fell towards them, and there wasn't time to dodge.

Instinctively, Twilight closed her eyes and called upon her magic to form a shield. There was a stabbing pain from her horn, and she remembered that magic like that-

"Wow!" Derpy exclaimed. "Twilight, how are you _doing_ that?"

Twilight opened her eyes and saw, to her surprise, they were surrounded by a small force field. A dome of purple-pink light that was keeping them from being crushed or buried. "I- I don't know," she admitted. More rocks fell, and a crack splintered across the shield. Twilight winced as her headache spiked again, and concentrated harder, pouring energy into it. She could already feel herself getting tired. "But I can't keep it up much longer!"

Shining Armor trotted through the lower halls of Canterlot High. The school was practically empty at this point; a few tenacious students had managed to arrive early to work on projects.

Shining sought out one student who was never supposed to leave.

The hallway dead-ended at a single, inconspicuous door labeled 'Monitor'. No indication of who or what lay on the other side.

He pressed his hoof against the wall next to the door, and a bar of light passed underneath it. " _Scan accepted_ ," a monotonous voice declared. The door clicked open, and Shining made his way inside. There was a small chamber, barely large enough for him to fit into, and another door. He waited until the outer door closed before opening the inner door.

Then he walked into a large, dark room. The place was a mystery even to him; the workings only known to a few ponies. This was the most sophisticated surveillance center in Equestria. Enchanted cameras around the school captured events live and transmitted them to small, flat screens that were scattered across the walls. He didn't understand how the litany of spells worked, he just knew that they did. And he was glad for it; anything and everything that the Elite Four needed to know, this room could tell them.

But at present, the screens were dark. No information was being monitored. The pony Shining Armor was looking for was not there.

 _Maybe they went to the bathroom,_ he thought. Shining decided to wait for a few minutes.

In the meantime, he examined the room more. Something was nagging at him. A feeling that there was something he'd overlooked. Something about his encounters with Twilight and her friend earlier.

A strange machine in the center of the room drew his attention. It didn't seem to connect to any of the screens, but it was pointed at the one section of bare wall. Shining stepped closer.

He felt a tug on his hoof just before the wire broke. He tensed, expecting something lethal. Instead, the machine in the center flickered to life. Light projected outward and formed an image on the wall. Shining paused. The crude drawing showed Canterlot High, with a pyramid of ponies rising out of it. And on top of that pyramid, Princess Cadenza.

The piece of the machine that light was projecting through began to move, and the image changed. Shining watched as a giddily laughing pony who was definitely _not_ Cadenza knocked the princess off the top of the pyramid and took her place. He frowned. The pony in the image wore a familiar set of armor. But the pony was not the one who usually wore that armor.

Shining's frown turned into a scowl. He wasn't entirely sure he understood what was happening, not yet. But if he was even half right, Twilight was about to need all the help she could get. And he couldn't give it to her.

Twilight grunted as yet another crack spider-webbed over their shield. The Diamond Dogs had thrown so many rocks that they were almost completely covered. If the shield gave out now, all three of them would be crushed under a ton and a half of rubble.

"Sparkle!" Lula complained, " _Do_ something. Get us out of here!"

"I... I _can't!_ "

"You have to, Twilight!" Derpy encouraged her. "We still have to save Berry Punch."

Still she hesitated. "It's just- if I clear the rocks, I won't have any magic left. I'll be exhausted, and useless."

"We can weather that storm when it comes," Derpy promised.

Twilight swallowed. "Okay." She pushed herself towards the ground, preferring not to topple over and get a concussion among everything else. Her head hurt too much as it were.

She concentrated on her warmest memories. Growing up with her brother. Being accepted into Magic School. Earning Celestia's unwavering support. Making new friends when she least wanted or expected to. She recalled swapping stories after the gala, downing fresh glasses of apple cider, dancing at the royal wedding. Them offering to venture into this world with her.

Twilight's eyes flashed white, and magic surged through her horn. The bubble over them expanded, bursting outwards, shoving aside air and rock and garbage; it cleared everything for yards around. Dust and pebbles pelted the dirt for a few moments. And then Twilight settled, too, her energy gone. She sighed in relief. Now it was somepony else's turn to be the hero.

As it turned out, that pony was Derpy. The pegasus reached into her saddlebag and pulled out an entire storm cloud; for a moment, Twilight thought she might be hallucinating in her tiredness. No way that cloud could fit into a single, non-enchanted bag.

But Derpy took the cloud and soared up into the sky, as high as she could. She dodged every rock the dogs threw, along with a few stranger items. They appeared to be running out of ammo; one was throwing soup cans. Not even empty cans, but whole soup cans.

Derpy got above their heads with her black cloud. She kicked it, and sent a lightning bolt skittering across the sky- right into the rump of a Diamond Dog. The dog dropped the boulder he had been carrying and it landed on his head. That had to hurt.

Derpy bucked the cloud again, and again again, gleefully zapping their former tormentors. As far as Twilight could tell, the lightning itself never hurt the dogs. It was their own panicky actions that did that. Like their leader, who pulled off a pretty good moonwalk until he fell into an alley on the other side of the building. The crash he made echoed over the whole mountain. After that, the others put their tails between their legs and hopped away. Derpy zapped a few stragglers then drifted down to Twilight and Lula.

The latter pulled the former to her hooves. "Come on," she said, careful to keep her injured hoof steady. "Only a little further, and we'll be in the clear."

"That's great!" Derpy rested on the cloud, which was almost the same color as her fur. "But can I, maybe, get a thank you?" She pushed herself up and spread her forelegs for a hug. "Anypony?" There was a long silence as her two companions kept walking. "Oh, okay," she said, and dropped back down.

Out the corner of her eye, Twilight saw the pegasus begin to fall, hooves first onto the cloud. Panic gripped her and a bit of energy returned, just enough for her to whirl around. "No, Derpy! Don't-"

Too late; Derpy's hooves smashed into the cloud and all of the remaining energy released in one massive burst of electricity. Lightning balled in the confines of the alley, then detonated right under their muzzles. Up they flew, and for once Twilight didn't have to work her wings. _Nice_ , she thought tiredly. She looked down and noted that the city was quite a distance below. Vaguely, she wondered if they weren't getting a little high. Then she passed out.

Twilight didn't want to open her eyes. There was a symphony playing in her head, and it was beautiful. The more she opened her eyes the quieter it got. Finally, though, her eyes opened of their own accord. Sighing, Twilight forced herself into a position that technically qualified as upright, though only because half her body wasn't touching the floor.

She groaned. Her whole body hurt; what did she do last night? And why was the sun shining in her eyes, she shouldn't be getting an eyeful for a while from the angle of her bed and the library window...

Slowly it came back to her. Twilight remembered that she was not at the library, that she wasn't even in the world she called home; she remembered that she'd been doing something important when she got knocked out, something with a time limit. Something with other ponies... Oh. _Oh._ Oh, that wasn't good.

Twilight snapped her eyes open and shook her head, ignoring the pounding in her brain. She had to rouse her friends _now_. If they didn't get to school soon, they'd be expelled, and the whole adventure would've been pointless.

However, neither of the mares seemed to want to get up. Twilight prodded Derpy, who curled up into a tiny ball. _Fine,_ she thought, and hauled Derpy up instead. The pegasus protested, but got to her hooves. She must've been too scatterbrained to be hurt by little things like lightning bolts to the face.

Then Twilight set about getting Lula up. The unicorn seemed even more tired. She had her nightcap pulled down over her face. "Come on girls," Twilight encouraged. "We can do this. We have to get to the school. We have to save Berry Punch. We can't let that- pleaahh! _What_ , Derpy?!"

The pegasus had been slowly tapping on her cheek, until one tap landed in Twilight's mouth instead. Now Derpy pointed up, seemingly at a loss for words. Twilight followed the line of her friend's hoof and was equally stunned.

"The school? We're at the school?"

Lula was still out of it, a little. "How about that," she muttered. She winced and pressed a hoof against her forehead. "I'm fine," she told Twilight, once she noticed the alicorn was staring. "Just a little headache."

Twilight nodded in sympathy and did a quick check of the sun's position. And she cursed. "There's only fifteen minutes left!"

"We can make it," Lula insisted. "We've got time to spare."

"I suppose." Twilight shook her head and smiled. "I have to hand it to you, Lula," she admitted, "I was skeptical about that shortcut. But it looks like it all worked out. Glad to have you on our side."

The mare's cheeks colored. Her silvery mane fell over her eyes.

"That's right," Derpy agreed. "We should go on more adventures together! We'll totally be best friends. We could go rock climbing, or skiing, or base jumping, or-"

Twilight chuckled to herself and tuned out Derpy's list of increasingly dangerous and ridiculous activities. Lula really didn't seem so bad. Maybe-

Twilight heard something in the distance, growing closer- a high pitched scream that was growing louder by the second. She looked up and saw a pony galloping towards them, something tied around its neck and flapping in the wind. That seemed to be where the noise was coming from. A few yards closer, and Twilight began to make out individual words.

 _ **-Corkscrew! Are you joking me, slow down you Tartarus-forsaken beast!**_ Celestia's voice echoed into Twilight's ears. The alicorn winced. Well, her uniform was here. Better late than never. But how-

"Hey Dinky!" Derpy waved her sister closer. "Glad you finally came to school for once!"

"I'm just here to bring Twilight her uniform," the filly grumbled, trotting up. "Then I'm heading home. The burden of keeping a roof over our heads is yours, sis."

"Aw," Derpy frowned.

"Twilight, here you- whoa!"

A hoof shot out, tripping Dinky. The knot holding Celestia slipped apart. And the Element fell right into the hooves of the one who had tripped Dinky.

"He he," she chuckled. Unneeded bandages unraveled themselves and dropped to the dirt.

"Lula?!" Twilight blinked in surprise. "What the hay are you doing?"

Lula stepped closer, her eyes shining darkly. Like glossy-shelled beetles. "You shouldn't have let your guard down, _Twilight Sparkle._ "

Twilight felt as though the world had been dipped in molasses. It didn't make sense, and everything was moving slowly. It was hard to think. "Lula?" she ventured.

The unicorn laughed. "And to think, I had only a few days to put it all together. The ursa, the traps; do you have any idea how hard it was to plan something like this?"

"You- but... Who _are_ you?"

She smirked, and took off her nightcap with a flourish that released a huge puff of smoke. "I'm not some injured no-stone," she said. Her voiced echoed out of the haze. "I'm the Head of Surveillance and Trap Development for Canterlot High! I'm a _two-stone!_ Behold; the Grrreat and _Power_ ful Trrrixie!"

Trixie stepped forward out of the smoke, and Twilight felt her headache fade away. Her head was pounding worse than ever, though. How could she have missed it? The ursa, the fireworks, the over-the-top plan- classic Trixie. And the blue fur, silver mane...

 _She must've cast an illusion around herself,_ Twilight realized. That would explain their mutual headaches. The stress on Twilight's brain, being forced to see or not see whatever Trixie wanted; versus the stress of maintaining a spell like that for hours.

Still. She should've seen it coming.

What she couldn't have seen coming was Trixie's outfit. The unicorn wore armor that vaguely resembled a magician's stage outfit; a cone shaped helmet with a flaring base, and a long cape covered in stars. Clashing with the ensemble was a black amulet with two red gems embedded in it. It looked almost exactly like the Alicorn Amulet from Twilight's world.

Trixie reared back and kicked at the air with her hooves. "You like?" she sneered. "Trixie designed her two-stone armor herself! Soon she shall have an even better armor!"

"What do you want, Trixie?" Twilight refused to be sucked into an ego contest. They were still pressed for time.

The unicorn held Cell up like she was in a clothing store. "Trixie watched you challenge Princess Cadenza," she said casually. "She watched as you and your armor tore apart the school, and came out perfectly fine."

"I technically lost that fight-"

Trixie ignored her. "Trixie knew that if somepony as... _unremarkable_ as yourself could do that, surely in the hooves of somepony truly great, truly powerful-" The unicorn grinned. "With this Element, I could rule this whole school! The whole city! Maybe even the _world_." She whinnied and reared up again. "Everypony shall bow to the Great and Powerful Trixie!"

Twilight watched for a moment as Trixie swayed around with a glazed look in her eyes. Then she calmly set down her saddlebags and took out her sword. "I'll give you one chance," she warned. "Hand over Cell, _now._ "

"Yeah!" Derpy helped Dinky up, then crossed her hooves and glared at their new enemy. "Lula, you can't just take Twilight's dress. It's more than clothes, it's her friend! They're two halves of an amazing fighting machine. They're unstoppable, and you can't just split them apart!"

"That's right, Trixie almost forgot!" Trixie deftly pulled off her horrible two-stone armor, and replaced it with Cell's dress form. "The transformation. Trixie will try it now!"

"Go ahead," Twilight taunted as her frenemy brought the ring up to her horn. "It's not as easy as it-huh!" Twilight's jaw dropped as the crystals came to life.

"Solar Magic, Harmonize! Element, Celestia!" Trixie crowed, mimicking Twilight's own cry days before. Although, to be fair, the armor did not look the same as usual; it appeared gapped and uneven. Twilight figured that was a good sign. Still-

"How did she figure out the synchronization on her first try?"

 _ **She... hasn't,**_ Celestia's voice came to Twilight again. _**But her will- it is maddeningly strong!**_

"Trixie can feel the magic flowing through her!" the mare gushed, ignoring Twilight. "So powerful... so great... Who shall she use it on first?!" She glared at the two no-stones. "Trixie thinks- how about you?"

Trixie leaped forward towards Derpy. "Derpy, look out!" Twilight slid sideways so that she was between her friend and this- this monster who had pretended to be their friend. She intended to take the blow herself.

As it turned out, she didn't need to.

"What's happening?" Trixie wailed, hoof raised but unmoving. She grunted and thrashed her muzzle. "It's like I'm covered in rocks!"

Twilight watched her struggle a moment, then brought a hoof up to her face. She laughed softly. "That's because you are, feather-brain!"

Trixie's efforts to free herself were not met with success. "Nice job, Cell!" Twilight congratulated the armor. It might've been her imagination, but the violet eye seemed to wink at her. The alicorn stabbed her sword into the dirt and stepped closer. Closer.

"G-get away! Trixie will not ask again!"

"I thought you were going to try out your new powers?"

"Trixie will! She just needs to-" Twilight spread her wings, the rising sun behind her. She knew she looked fearsome that way. Trixie gulped. "I'm sorry," she whimpered.

"Sorry... isn't going to cut it!" Twilight punched a hoof right into Trixie's chin, knocking her over backwards. The blue-furred mare moaned pitifully, then passed out. Looking at her enemy, Twilight felt more irritated than anything. This had all been a waste of precious time. She grabbed the uniform- now fabric once more- and pulled it off Trixie's limp body.

Cell landed on her crystalline hooves and promptly vomited out a cloud of magical energy. Trixie's power, it seemed, didn't agree with her. _**Filthy!**_ The armor decreed, then spat out another gob. _**I am sorry I was late.**_

"I'm just happy to have you back," Twilight smiled. She went to pick up her friend when Derpy suddenly leaped between them.

"Don't celebrate just yet!" the pegasus cried. "We've only got seven minutes before the bell rings! We have to hurry!"

"Right." Twilight turned to Trixie and pulled her off the ground. "First things first: _where's Berry Punch?_ "

Trixie's head lolled to the side. She began to laugh. Twilight steamed. "What's so funny?"

"Uh-" Dinky raised a hoof, but Twilight glared, and she shut up.

" _Where's Berry Punch?_ " Twilight repeated.

"She's fine!" Trixie snapped. "I never had her! It was just an illusion to get you motivated!"

"Huh?"

"That's what I was trying to say," Dinky said. "Berry Punch is passed out at home. She went out drinking last night. Oh- and she took your armor."

Twilight glanced over at Cell, who shuddered. _**The things that I saw... I can never unsee them.**_

"Why would Berry Punch take my armor?"

"Gee, I don't know," Trixie said in a mocking tone. "Maybe because I told her she could get free drinks if she dressed up nice? And happened to suggest _your_ dress as the best option?"

"Why you-" Twilight couldn't recall having ever been this coldly angry before. She couldn't find the right words. So instead, she picked up Trixie, and threw her at the school. As hard as she could.

It wasn't much. She was still tired from her magic burst earlier, plus the climb up the mountain. She wasn't that strong without Earth Pony magic.

But it was enough to make Trixie fly several feet. Enough for Trixie to slam into what seemed like an invisible wall, and fall to the ground.

"What the hay?"

"Nyaah ha ha!" Trixie laughed madly. She hauled herself off the ground with much effort, her muzzle bloodied. "Trixie has won! She suspected you may be too much for her to handle, so the Grrreat and Powerful Trrrixie crafted one final trap: a fake school!"

Around them, the courtyard began to flicker; the whole building faded in and out of existence. In a flash, the school was gone, revealing only a glass cage, with thin metal reinforcements, in the middle of the road. "So long, neigh-sayers!" Trixie brought out a remote control and pressed one of the many buttons on it.

Twilight felt something under them shift- they were moving. The buildings on either side passed with alarming speed. "What did you do!"

"Behold Trixie's masterpiece: she calls it, 'The Rage-Quitter'! Once it is activated, there's no going back. You'll never reach the school!" Trixie pressed another button, and the glass shattered into tiny cubes, which pelted them and stung like wasps. Cell absorbed the majority of the impacts, but Twilight ended up with more than a few cuts and welts. So did Derpy.

Wind howled past as the platform picked up speed. Soon, Twilight knew, they would be beyond the point of no return. They would be too far from the school to reach homeroom in time.

"And now," Trixie shouted over the wind, "Like all true performers, Trixie will make her grand exit!" She tossed a hoof-ful of powder down, and smoke exploded outward. Twilight was left coughing.

When it cleared, Derpy gasped. "She's gone!" Then the pegasus looked off to the side. "Oh wait, there she is."

Twilight watched as Trixie hopped off the furthest edge of the trap, clad once more in her two-stone armor. She saluted while doing so- with her supposedly injured leg, naturally. Halfway to the ground, her wizard's cap exploded into a patchwork sheet of fabric that caught the air. She glided the rest of the way to the ground. "Trixie is okay!"

Twilight stood there a moment longer, unsure what to do. They were still hurtling towards the base of the mountain.

Then something on the underside of the platform snapped. Their smooth glide downhill turned into an out-of-control skid. _**This thing is coming apart!**_ Cell warned. Derpy tried extending her wings to balance, and was almost swept off the platform by the wind. _**Hurry, put me on.**_

"Oh, right!" Twilight blushed. She'd almost forgotten about that part. She planted her hooves in the shimmering fabric and touched the ring to her horn. The fabric transfigured into crystal armor just as it had before. Twilight felt the power, a fire in her blood, and she was ready. "Solar Magic, Harmonize! Element: Celestia!" She scooped up Dinky under one leg and Derpy under the other; with both of them secured, Twilight pushed her wings harder than ever to get clear of the platform.

They landed safely on the ground, but Twilight looked up and saw it was already too late. They were at the very bottom of the mountain. _**Even with my help,**_ Cell admitted, _**You'll never make it on time.**_

"There's only three minutes left!" Derpy announced.

Twilight squeezed her forehead in both hooves. "Everypony be quiet and let me think!" She looked around. They were at the bottom of the mountain. They couldn't fly because of the net, they couldn't walk because of the time limit; it looked pretty hopeless. She spotted a taxi station, but that would hardly be much faster. Then Twilight spotted something else: another station, with cables coming out of it, and on those cables, a bunch of fancy gondolas.

"Derpy, didn't you say those cable cars go all the way to the top?"

"Uh huh," she said. "But they're only for the most Elite-"

"Congratulations, you're an elite pony." Twilight shoved Derpy towards the station. They'd almost reached a carriage when something latched onto Twilight's wing.

"Hey!" the guard yelled, "You no-stones aren't allowed-"

That's as far as he got before Twilight yanked her wing forward, tossing him into the control panel. She took out her sword and embedded it next to his muzzle. "Get this thing moving, you hear?" He nodded vigorously and pressed the on switch, then cranked the speed lever. The machines hummed to life; the cables began to move on their wheels. Twilight hopped into the nearest gondola and held the door. She also used her sword to hold it at ground level. "Everypony on board!" Dinky hopped past, but Derpy hesitated.

"I really should pay the fare, at least." The pegasus rummaged through her saddlebag. " Oh, no bits. Hmm. I know! I'll leave some of my mom's fritters!" She pulled out her lunch and opened it. "Do you think I should leave four, or maybe five?"

Twilight glanced up at that clock and whinnied. "Leave the whole bag, just get on!" Finally Derpy did just that, and Twilight yanked them free. Instantly, the gondola was pulled into the sky.

"Whee!" Derpy yelled, her hooves in the air and butt on the seat. She was enjoying the ride. Dinky, on the other hoof, was looking a bit green.

"How much time?" Twilight dared to ask.

"Mmm," Derpy checked. "About 30 seconds! After that we'll be late. And expelled." Then she realized what she said. "No way! We're gonna be expelled!"

Twilight grit her teeth. "No. I'm getting us there on time. Even if it kills us!"

Trixie grouched as she undid the straps to her parachute. The day had not gone as she'd hoped. "Oh well," she muttered. "I still have my armor. I can still try again! And mark my words, Twilight Sparkle, Trixie _will_ try again!"

"No, you won't."

She stiffened at the low voice behind her. "Sh-Shining Armor!"

Trixie turned to face the much bigger stallion. He was glaring at her in a way that made her think she'd have been better off with Twilight. "You're the first student to try attacking her; I'll give you credit for bravery. Then again," he grit his teeth, "Maybe it was just foolishness. _I heard what you said to Twilight_."

"Puh-please!" Trixie cowered. "I won't do it, I would never! It must have been that armor, corrupting my mind!"

"I also saw your little workshop," Shining continued. "You've been plotting against the princess for a long time. You're nothing but a traitor. I have only one question, and how you answer determines just how bad things are for you. Did you work alone?"

"I did!" Trixie sobbed into the dirt. "I would never trust another pony with my plans. Please, forgive me!"

"There is no forgiveness for traitors," Shining growled. "You.. are _expelled!_ "

The instant he said it, the gems on her armor shattered. Sheets of metal fell to the dirt. Trixie looked around at her ruined outfit, then ran off, crying. Her sobs disappeared into the city.

The sound of screeching metal drew his eyes upwards. There- a cable carriage, for the elites. Either a two-stone was getting a really late start, or Twilight had hijacked it. He suspected the latter, and silently gave his approval. Trixie had come very close to ruining many things. In beating her, Twilight had actually done Canterlot High a great service.

That didn't mean he wasn't looking forward to the day he would unleash the school's discipline on her himself. Shining smiled.

"Ten seconds left!" Derpy shouted, clutching her seat. Overhead, the cables hissed in their casing. They were running out of time, and track.

"The we won't be stopping at the station." Twilight bucked out the window of their gondola. At the last second, she reached out with her sword and cut the lines. They flew past the station, past the outer walls, and towards the school itself. Twilight swung back into the gondola and hung on for dear life; it was _not_ going to be a soft landing.

Zecora stood behind the podium, taking roll. She had purposefully ignored the two empty seats, giving those students as much time as possible. But that time was at an end. "Next is... Sparkle?" she called. The other students slumped at their desks, very unhappy to be students. "Twilight Sparkle?"

There was no warning apart from a slight whine, and suddenly the yard-facing wall exploded inward, ruptured by a massive, decorated chunk of metal. Desks and students went flying and ended up piled against the opposite wall, where bruised ponies moaned in temporary agony.

Zecora blinked as the gondola's door slowly opened, and three ponies walked out. There was a scraping sound as desks and chairs were pulled out for each. "Hmm. Twilight... Sparkle?" she called again.

At their desks, Derpy and Dinky already slept. Twilight slowly raised her hoof, sighing. She didn't think she'd ever be this relieved to be in school. "Present."


	5. For Want Of A Crown

**Breathe in, breathe out.**

She flew high, higher than most pegasi, up where the air got thin and cold. The sky was starting to darken above her. She was a ghost, a speck in the corner of the eye. Nopony would see her. Especially not with the layer of clouds between them.

Besides, they were busy cleaning up the mess that somepony had made of the main roads.

 **Breathe in, breathe out.**

Her target was hard to miss; the mountain dominated the land. Its peak gleamed in the sunlight.

She tucked her wings in, using only the tips of her feathers and her tail to guide her down. Wind stung her eyes and forced her feathered crest back. The ivory towers below grew ever larger.

Just before she became a grease stain on the face of the world, she pulled up, wing muscles straining, and landed near silently. Only the clack of her front claws hitting the stonework gave her away. Still, the school likely had a detection system. A place as dangerous as Canterlot High would not go without one. She pulled her saddlebags off and walked to the low wall at the roof's edge.

 **Breathe in, breathe out.**

She brushed her crest back into place and examined the school. The tapering towers and shining halls made her sick. Snobs and posers, every one of them. Maybe not her target, but if anything the target was worse. Dangerous.

She scanned the windows, searching.

 **Breathe in, breathe out.**

There. A room about halfway up the building, on the eastern side. She concentrated, eagle eyes at work. It looked like... math class.

 _Great,_ she thought, _I'll be doing 'em a favor._

She reached into the bag and pulled out a metal case with a silver hoofprint medallion on it. A little ostentatious for her taste, but whatever. She opened it with a simple twist of the print, though there was a biometric scanner inside that would not respond to unauthorized users. She was authorized.

 **Breathe in, breathe out.**

Mage armors could withstand just about anything. They were tough. An Element would be even more powerful, but she was confident she could do this. The weapon in the case was made for it.

To an unsuspecting pony, it would look like a simple crossbow. Nothing too special. But looking a little closer... It was made of metal, not wood; instead of being reloaded by hoof- or claw- each time, a belt of ammunition hung from the side; there was no string, either, but instead a series of lodestones in the sides.

The mag-bow was her weapon of choice for missions like this. It could hurl drill-tipped bolts at supersonic speeds, at a rate of more than 50 rounds a second. Perfect tool for combat.

But this particular mission required accuracy. Which is why there was more stuff in the case. A lot more.

 **Breathe in, breathe out.**

She screwed on the lodestone-studded tube, and pulled the stock out. A switch above the trigger switched the weapon to single shot firing. She opened up the bipod and crouched down so it rested on the wall's edge. She didn't bother with a scope.

 **Breathe in, breathe out.**

She refocused on the classroom. Her claw tightened over the trigger. Her target was about to be out of her misery.

 **Breathe in-**

"Oh the horror!"

She winced at the grating shriek. Not only because of the unwelcome interruption; the voice was simply _annoying_. "What do you want, dweebs?" her raspy voice carried across the roof.

Crying ponies knelt beside a flower bed, which she'd made sure to trample on her way down. Her prints made a glaring pathway through the blooms. One pony in particular, with ivory fur and a dark red mane, glared at her. The pony wore a gemstone-studded apron of metal, watering cans plunked oddly over her hooves like horseshoes. Two saddlebags of dirt hung off her flanks. "You should be ashamed, treating a garden like that!" she spat.

The shooter stared for a moment, then held up a claw. Sunlight reflected of her talon. She reached into the garden and pulled out a particularly large and elaborate flower.

The pony gasped. "P-put that down!"

"As far as I'm concerned, any of you that uses magic to get things done can _beat it_."

"And what do _you_ know about magic?"

The shooter dropped the flower and turned away, crushing it under-paw. "None of your business," she growled. "Bonehead."

The gardener looked about to faint. "Sh-she stomped one of the Sacred Star Flowers!" A couple of the others actually _did_ faint, which didn't raised the shooter's opinion any. "You'll pay for that!" The pony waved a hoof, and her fellows poured fertilizer and seeds into her dirt pouches. Quick as whips, black stems and leafy maws sprouted towards the sky, gnashing crystal teeth. The plants struck at the edge of the roof where the shooter stood, and stone pulverized into dust. "Anypony who messes with Rose Luck's garden will get potted!" she coughed on the dust, but continued, "By my two-stone, green-hoof enhancing, gardener spec mage armor!"

The dust cleared, and the shooter shot back into the sky on wide wings. She looked down at her mag-bow; the accuracy upgrades were all broken. She stripped off what was left and took aim at the students below.

The shooter yanked back on the trigger, and dozens of bolts sprayed down. The drill-bits burrowed through metal and jewel, but not flesh. No-longer-a-threat ponies dropped to the ground.

"What?" Rose Luck glanced at her downed companions. "But no weapon can hurt a mage armor!" The ponies stayed down anyway, and the shooter was advancing. Rose gulped and pulled a single large seed from a pocket. She threw it down, and the flowerbed erupted into a larger version of the things in her pouches. It roared at the shooter, who didn't flinch. She aimed her mag-bow and fired as the plant bore down on her.

"Yes! Devour her!" Rose cheered. "Feast upon her-" A single bolt drew a line across her cheek. The mare raised a hoof to it in shock, staring at the blood, only a shade richer than her mane. She looked up and watched as the vines withered to nothing. A claw reached out and hefted the crumbling carcass of vegetation away. "What's happening?" Rose moaned. "My powers..."

"Are gone, loser." The shooter stepped forward and placed her bow against Rose's forehead. "Just like you're about to be."

"Please-" Rose begged.

"I don't much like flowers."

"I was only trying to-"

She flinched as the bow poked her muzzle. The shooter held it there a moment, and savored the sight of the helpless pony.

"And I really. _Hate._ Being interrupted."

 **Breathe out.**

Twilight yawned. She was still tired after yesterday's whole debacle, and while the lesson would normally have kept her engaged- advanced trigonometry with a focus on geometric convergences- she was looking forward to her free period, so she could take a nap.

At least Cell was quiet. Her dress seemed to run low on magic during second period. She hadn't said a word since. What did sentient armors do with their time, anyway? When they weren't talking, absorbing magic, or fighting, that is. Did they sleep? Dream? Maybe Cell was composing poetry or writing a novel.

Twilight shook herself out of her brief reverie. Professor Neigh was writing down their problems for the night. Page three-oh-seven, questions fifteen through twenty seven. Show all work. _Naturally_ , Twilight thought. As she jotted it down in her notes, she kept one eye on the clock. The second hand ticked closer and closer to the moment when the bell would ring.

If Twilight hadn't been so distracted, she might've noticed the short but intense battle on the courtyard wall. She might've seen the taller of the two fighters take something from the other, before flying away. She might've been better prepared for what came later.

Pony la Pony  
Chapter 5: For Want Of A Crown

Twilight was peeved. All she'd wanted was a nap.

Instead, she found herself having to face down yet another club full of students who really should've known better. And who had, once again, pony-napped Derpy.

"Solar Magic, Harmonize!" she shouted, mostly for effect. Ponies seemed to back up a smidgen when they heard her battle cry. "Element: Celestia!" A touch of ring to horn, a spurt of magic, and the dress came to life. Encased in crystal armor, Twilight was confident in her ability to _school_ these ponies. She managed a smile at her thought-joke.

Said ponies had gathered in the biology lab. Derpy was strapped to an operating table- judging by the tools they held, the 'scientists' had been prepping for a dissection. Which it looked like they'd already preformed on themselves. _Gross,_ Twilight thought, dodging scalpels as she took in their strange armors. _And yet, oddly fascinating._ The mage armors worn by this club made them look half _dead_ , their flesh and fur stripped away on one side to reveal muscles and bone. Crystalline ligaments pulled at their limbs as they threw small, sharp blades.

Which Twilight brushed off easily as flies. "What is _with_ you ponies?" she complained. "All everyone does around here is take hostages."

"You're amazing Twilight!" Derpy cheered. She seemed oblivious as ever to her predicament. Perhaps as a cruel joke, a few stars resembling Twilight's cutie mark had been pasted to the table's surface.

"Ha! Your friend isn't a hostage!" The club president stepped out from behind a gene splicer. His glasses, bad acne, and spindly limbs identified him as probably the geekiest pony she'd ever met. "She's just our Guinea Pig!"

More club one-stones rose up in defense of their prize. Some wielded the same scalpels, others held amputation saws or scissors. One wielded a giant syringe.

Twilight found she couldn't hold back a yawn as the attacks bounced off Cell. She'd _really_ been looking forward to that nap. _**Focus,**_ her armor reminded her.

"I know, I know," she said tiredly. She held up her sword to block her face; the very last scalpel bounced off, snapped in half. Twilight tensed for a moment, waiting for a last-second surprised attack. When nothing happened, she stepped forward.

"Impossible!" the leader gasped.

"Why don't you study _this_ , Poindexter!" Twilight reversed her blade and spun, slashing through the armor of every pony in the room. A hole tore open in the wall, and unconscious club members flew out onto the grass.

"Finishing move, _Kesshi Soshitsu!_ " Twilight dropped down; her sword point stuck into the ground, and she landed with all four hooves against the blade. It was a pose that would make Photo Finish _drool_. Twilight quickly realized it was ridiculous and hopped to the ground.

A bit of pride seeped into her though as the club's armors dissolved into dust. At the same time, Cell grew warmer. It seemed her friend was pleased as well.

"Wow." Twilight glanced around at the rubble she'd strewn across the courtyard, and the giant hole in the school wall. The _new_ giant hole, since there were still a couple left over from her and Cadenza's fight. Her armor melted back into dress form. "Guess we don't know our own strength anymore, huh Cell?"

"Twilight!" Derpy flew out and grabbed her by the shoulders in a spinning tackle hug. As tired as she was, Twilight was taken off her hooves easily. "You're the best!"

After removing the adoring pegasus from her neck, Twilight took a seat on one of the inner courtyard's benches. She opened her saddlebag and pushed her sword inside. Derpy observed the impossibility and shook her head. "I still don't understand how you do that," she remarked.

"Just a little spell I learned back home," Twilight blushed. "Actually, it was this odd earth pony living in the clock tower who showed me something could be bigger inside than-" Twilight paused when she heard the sound of chewing. She looked over and saw that Derpy had moved on, producing lunch and eating with her usual gusto. "Good idea," Twilight chuckled. "I can't sleep but I can at least eat."

Cell made a noise of vague disapproval.

"What?" Twilight demanded.

 _ **Oh, nothing.**_

"You sighed. That is not 'nothing'."

 _ **There's something different about your magic today,**_ Cell stated cautiously. _**It seems... salty.**_

"Really? What does that mean?"

 _ **Something's changed, is all. It could be physical- maybe a few too many fritters last night?**_

Twilight sniffed. "I don't think so."

 _ **I tease. It's emotional- you're just a tiny bit arrogant.**_

"I'm _confident_ ," Twilight corrected. "Something I'll need to be when I go up against Cadenza again."

 _ **There's a difference between confidence and over-confidence.**_ Was that a hint of a smile in Cell's eye? _**I would have thought my counterpart would teach you that.**_

Twilight rolled her own eyes. "I'm only too confident if I can't back it up, and I can back it up. So you can stop looking so worried," she said, teasing back.

 _ **How can I look worried when I don't even have a face?**_ Yes, definitely a smile.

"I don't know. But there are some ponies over there who I'm sure would love to dissect an Element and find out..."

"Gosh Twilight!" Derpy smiled at her. "You're like a comedy duo, but with only one pony!"

"Huh?"

"Oh!" The pegasus clamped hooves over her mouth. "You were talking to Cell again, weren't you?" Her cheeks flushed with little bubbles of pink. "My bad." She spent another moment looking sad, her lopsided gaze focused on the ground. Then she grinned and popped a fritter in her mouth. "I'm glad you came when you did- it would've been awful if they'd cut me open. Then if I ate my lunch, it would all spill out and I'd have to eat it all over again!"

"That's what you were worried about?" Twilight asked dryly. She dug around in her bags, trying to find the lunch Cheerilee had packed her. She needed to take a moment and organize her bags tonight. "I was worried I was going to have to find a new-"

 _Thwump._

Twilight was stunned to see Derpy flip backwards, mouth open and the same grin plastered on her muzzle. But her body was now rigidly horizontal. It was like somepony had frozen her in time. The only thing out of the ordinary was a small, drill-tipped dart embedded in her forehead."What the-"

 _Th-th-th-th-th-th-thwump._

A hundred more darts, exactly like the first, struck Derpy in midair. She became a pony pincushion. The thud as her body hit the grass was unnaturally loud.

"Derpy!" Twilight cried out in horror. "Derpy, I'm here. Say something!" She crouched at her friend's side, searching for some sign of life. There was no blood on the needles, and none had gone in very deep. But Derpy stared at the sky with unblinking eyes. Twilight risked a spell, using up some of Cell's magic reserves. A simple detection spell- she sighed in relief when she found a beating heart and pumping lungs. Oddly slowed, but there. Alive.

"Don't be such a baby," a raspy voice grated on Twilight's ears. "She'll be back to her normal, lame self in a couple hours."

Twilight searched for the source of the voice, finally zeroing in on the shadowed courtyard entrance. "The darts are therapeutic," the shooter declared. Her voice was strangely familiar, though Twilight couldn't place it. But she was certain she'd heard it before, a long time ago.

The shooter stepped forward, and Twilight sucked in a breath. She carried a crossbow-like weapon in her front claws; her hind paws propelled her across the ground with feline grace. Her feathered wings were far larger than any pegasus's. She wore a strange vest, not much in the way of armor, though it looked militant and purposeful. Her eyes glared across the distance, taking in every detail of Twilight's face. "When she wakes up," the griffon continued, "She'll probably feel better than she has her whole pathetic life. No sickness, more energy. Completely refreshed."

"Uh- thanks?" Twilight was nervous. She recognized this griffon. Or at least, she thought she did. It had been a while, but she was certain it was the same crest of purple-white feathers. In this topsy-turvy world, though, she couldn't know who was trustworthy. In spite of what she said about the darts, something in the griffon's eyes made Twilight nervous. "Thanks a lot, I guess."

"I wouldn't be thanking me yet, dweeb." The griffon raised her weapon, aiming it directly at Twilight's chest.

 _ **Get out of here!**_ Cell shouted.

The griffon opened fire and Twilight shot to her hooves; drill-darts bounced off the walls as she galloped away. Twilight struggled to get her sword free. Just as she did, one of the darts stabbed into her back hoof. Her entire leg became dead weight, and she stumbled. At that point the griffon lunged forward, knocking her to the ground. She stomped on Twilight's right foreleg; her sword clattered away.

Twilight swallowed. "Wh-Why Gilda?"

"So she told you my name, huh?" The griffon rolled her eyes. "Won't make a difference. Here's what's gonna happen: You're gonna take that dress off, right now."

Twilight narrowed her eyes. "I don't think so."

Gilda pushed the front of her bow against Twilight's muzzle. "Then you get a drill-bit between the eyes."

"Like I said: I don't think so!" Twilight brought her left foreleg, the one with the ring, up to her horn. Before they could meet, something slammed her hoof back to the ground. A pair of metal spikes, held together by steel wire, kept it pinned. Twilight realized that Gilda had _thrown_ them.

"I think so, dweeb. You're not gonna get to transform again. Not now, not _ever_."

Twilight kept her face passive, but it was hard. She was helpless. She'd been attacked and defeated by a being who couldn't use magic at all. She was a single claw-twitch from being a dead mare. "Last chance," Gilda snarled. "Take it off." Twilight said nothing. "Have it your way, then." The claw tightened on the trigger-

 _Thwip._

For a moment, nothing happened. Twilight realized she'd closed her eyes, and slowly opened one.

Gilda was looking at her claw- no, at something stuck _in_ her claw. It looked like... a tea-stirrer? Gilda plucked the giant splinter out. She looked angrier yet, and began glancing around at the buildings. Twilight discreetly did the same, but she saw nothing of interest.

Gilda tossed the splinter down and roared. Then she turned away from Twilight. "Huh?" The alicorn struggled to sit up. "What are you-" She gasped when she felt the breeze, and her eyes widened. Her mane whipped in the wake of a projectile that passed barely an inch from her face. Twilight glanced back and saw another metal spike, thrown with enough force to crack apart the ground around it.

"I'll be back tomorrow," Gilda rasped, "To _shatter_ that armor."

Twilight watched as the griffon hopped into the sky and disappeared. She swallowed hard. "Y-you okay, Cell?"

The dress shuddered. _**For now. But we are in**_ **serious** _**trouble.**_

"No. Really?"

Canterlot was home to a number of small businesses, hidden away in the dark corners of the city, which could rival the largest and fanciest establishments in the rest of the empire. One such place was a tea shop deep within the slums. The brews were hot, the atmosphere pleasant. And it wasn't frequented by ponies on the princess' pay roll.

It was the perfect place to meet.

Zecora scanned the menu. A recent shipment from Yakyakistan promised exotic flavors. But for today, she sipped from a simple Earl Grey and lemon. A griffon recipe, imported long ago. Her hoof shook, and the bamboo stirrer jumped. She forced herself to breathe deeply and evenly. The message had been received; this would all be sorted out.

Soon.

"I think, friend, I know what you wish to speak," Zecora smiled thinly. "'Never interrupt'; but please, wet your beak."

"What do you want?" Gilda had donned a long cloak that covered her from crest to tail-tip. It was not an outfit to deflect attention, but it would draw far less than a griffon in Canterlot. Still, she didn't want to stay too long.

"No need to pout. Just sit, and hear me out."

She remained standing. "What do you _want?_ "

Zecora sighed. She'd hoped to soften the blow, be reasonable. But, this _was_ a griffon she was talking to. "Give me time to deal with Twilight. This problem will not be solved with mere might."

"Not gonna happen."

She forced another breath. This was going about as well as she feared. "Have you read my latest report? Cadence controls the entire west and north. 'Stop the royal family', that was our order." Zecora glared at her antagonistic companion. "Or did you forget within your battle ardor?"

Gilda returned the glare. Then she glanced around. Ponies were starting to look, and whisper. If she left now, they'd actually start to gossip. She couldn't afford for her presence to be known quite yet. She sat down next to Zecora with a loud, "Hrumph." The disguised zebra simply smirked, and slid over a small cup of tea. Gilda picked it up and swirled the liquid. "It's too dangerous," she began.

"Your fears, I understand, but do not share. Twilight simply needs more time to prepare."

"And if she can't? If that _thing_ gets out of control, we'll have bigger problems than a spoiled princess. I have to destroy it, before it can turn her into a monster."

"You have a large heart, for a guerrilla." Zecora paused, remembering. "'Magic is not our enemy.' Now, who said that, Gilda?"

"Gretta..." The sound of shattering porcelain made the shop go silent. Even in her hooves, Zecora's cup bounced and almost spilled. The table was left with a trio of deep gouges where the griffon's claws struck. Gilda stood, no longer caring what gossip came from this encounter. "I owe you, Zecora. I'd do just about anything you ask." Gilda lifted her claw away, showing the splintered remains of her tea cup. Fat drops of brew dripped off the table. "Except when it comes to an Element!" She turned and walked towards the front exit.

"If headquarters finds out you are here," Zecora called after her, "They will take away all your gear."

Gilda paused in the doorway. "Then I'll rip that Element to pieces with my bare cl- my bare hooves. It wouldn't change a thing."

Zecora watched her go, and listened to the shop slowly return to its usual boisterous quiet. Many of the ponies were talking about her and Gilda, though it was doubtful they understood anything that had just transpired. Zecora ignored the gossip and finished her tea. Once her cup was empty, she got up, paid for both drinks and the broken cup, and left.

A small shadow, hiding in the corner of a broken window, scurried from the shop as well.

Twilight stared at the mountain of food on Derpy's family's table. She could safely say that it was the largest edible arrangement she'd ever seen in a domestic setting, and considering the meals Cheerilee had prepared in the time she'd stayed there, that was saying a lot. It seemed impossible that the six of them could eat all the fritters, oats, soup, sandwiches, bread sticks, hay fries, cakes, pastries, and pies; but Derpy was shoveling away and eating enough for about three ponies!

It had taken Twilight a while to get free of the metal restraint, and longer still to remove all the drill-darts from Derpy's body. She'd had to use almost all of Cell's magic, and some of her own. Though now that she thought about it, they could've just Harmonized and gotten it done in about a second...

Twilight shook her head. She'd been a bit preoccupied, thinking about Gilda. In any case, she carried Derpy to the nurse's office after that. Redheart, at least, seemed like a nice pony still. The afternoon was quite peaceful. Without Derpy around to use as a hostage, nopony attacked her.

Now- after a quick trip to the grocery stores- they were back at the house eating.

"Where are you _putting_ it all?" Dinky asked her sister. The young unicorn didn't pause in her own feasting, but she was slowing down. Derpy showed no such signs.

"Dunno," the pegasus admitted. "But I'm starving!"

"Well here you go then!" Cheerilee filled a bowl with steamed oats and handed it to her. Then went back to her own bowl.

"Thanks mom!" Derpy dumped the bowl into her mouth. She probably didn't even taste it. "I woke up feeling great! And hungry. So after school I dragged Twilight with me to the bakery, the grocer's, the produce market- we bought everything!"

"But uh... Where'd ya get the money?" Big Mac asked. His muzzle was buried in a pile of fritters.

"Money?" Derpy asked. "That's silly. I just put it on your tab!"

Mac froze. A good portion of the color drained from his face as he realized just how much this pig-out was going to cost the family. "M-m-m-my tab!" His voice was an octave higher than usual. "How are we supposed to pay the bills? Sell Dinky's organs?" He paused, considering. "Actually, that's not a bad idea."

"Hey!"

Twilight stayed out of the discussion. She was glad Derpy was okay. And the potential illegal sale of organs notwithstanding, the family was having a great time. But she couldn't focus. She was still thinking about earlier. Still worrying.

She hadn't even gotten a chance to put up a fight. She'd been ambushed, subdued, threatened with death- and completely helpless. She couldn't remember a time when she'd felt that way. No matter how big or bad the enemies she'd faced before, she always saw a way out. Nightmare Moon, Chrysalis, Sombra; there were ways to beat each of them. If one solution failed, she tried another. This time... this time was different.

"Oh my, Twilight!" Derpy nudged her. "If you don't hurry up, Berry Punch is going to eat all your food again!" The mare was indeed slobbering over what was supposed to be Twilight's plate, a foaming mug of cider in each hoof while her muzzle ingested the food. It was rather disgusting, and Celestia seemed to take great offense to the earth pony being so close.

 _ **Please do not press against me,**_ the dress gasped. _**I would appreciate if you moved away! Must you drool everywhere?**_ A particularly noxious odor filled the air. _**Did you just break wind on me? Twilight, please control her!**_

The alicorn slowly got to her hooves. "Thank you. But I'm finished." Twilight felt Derpy's uneven eyes on her back as she walked away from the table. She felt a bit guilty, but she couldn't explain it to them. She could barely explain it to herself. That feeling of... powerlessness, and dullness.

Cell picked up on her mood. _**Twilight? Are you all right?**_

She paused in the short hall. "No," she murmured. "No, I'm not."

Gilda had set up camp in a small space between trees; why this patch of forest had been left so close to the city, she didn't actually care. But it was perfect for her needs. Any intruder would first have to get through the creatures that lived among the trees, then through her own security system. In other words, it was virtually impossible to sneak up on her.

And if somepony were foolish enough to do so, well. Gilda could handle herself.

That evening, she squatted next to a table; arrayed on it were the pieces of her mag-bow. Each and every one gleamed in the low light. She inhaled the scent of fresh oil and smiled. There would be know dirt or dust, no splinters of metal to tear apart her weapon from the inside. Gilda swiftly reassembled the mag-bow and placed it on her right. Next to it was a crate overflowing with belts of drill-tipped bolts.

Her weapon was reliable. But Gilda had lost the advantage of surprise. Thanks to those losers in the flower club or whatever, she'd also lost her accuracy upgrades. Against an Element, she'd need more than her mag-bow.

Thankfully, she had brought a lot more. She popped open another crate. The devices inside looked like ordinary rocks, but that wasn't true. They were JERCs- Jeweled Explosives, Richter Class. Gemstones could hold all manner of energy, not just the magical kind. Uncut jewels were best at holding unstable energies; energies which, when activated by a small electric current, would detonate impressively. Gilda filled two bandoliers with JERCs and set them to the side as well.

There was one other toy she could bring out. Gilda felt a trill of excitement work its way up her throat. If Zecora knew she had _this_ baby, the zebra never would've let her leave the tea shop. She yanked the tarp off and stared.

Her mag-bow could handle a lot of different ammo, from explosives to tranquilizers. Something as small as a needle-point dart or as large as a shatter-point arrow. More than enough to take out any _pony_ , even in a mage armor. But this weapon- this weapon could do so much more.

It was capable of launching fire ruby-tipped, micro-ballistic, _seeking_ arrows. Theoretically, the yield was equal to 1 QAMB. One quad-alicorn magic beam. It was theoretical, because there had never been four alicorns before. Gilda called them JEECs: _Extinction_ Class explosives. The same caliber as the ones-

She stopped that thought before it went any further.

Gilda ran a claw over the smooth contours of the weapon and shuddered. The original design came from field notes made by Commander Hurricane himself; over the ages, the griffons had made improvements. Gilda's personal contribution was in allowing it to be held, as opposed to mounted. Though a griffon needed to be strong enough to lift it.

In spite of her stopping the thought earlier, her mind turned unbidden towards what a JEEC could do to an unprotected body. It wasn't pleasant. She doubted a pony would enjoy it either. And Twilight didn't seem like the type to deserve it. She was quick, determined. Fierce. Of course, she didn't deserve to be torn apart from the inside, broken down to the basest parts and consumed. Which was the fate that awaited her if Gilda didn't act.

Unless Zecora was right. Unless _Gretta_ was right.

Could an Element be controlled?

Ridiculous.

No, an Element could never be anything more than a parasite. Twilight probably wasn't even herself anymore; just a puppet of that _thing._ Well, soon she'd be free. Gilda smiled as she imagined really opening up with the _Idol_ the next day. Savoring that anticipation, she covered the weapon up and moved towards her cot.

Gilda settled down for the night, and never noticed the shadow in the trees. It blinked, jerking its head around, and hopped to the left. Then it fluffed out its wings against the cool air. In an instant, it was gone.

"Um, everypony?"

The Student Council Chamber grew silent when Fluttershy spoke up. Five sets of eyes turned towards her, but she was okay. After all, she was among friends.

"What is it," Princess Cadenza asked of her.

"I was just talking to Mister Warbleton here-" She held up a hoof, with an extremely proud-looking sparrow seated upon it. He chirped at them; the bird version of a pleasant greeting. "He told me a little about the pony who attacked the gardening club." More chirps. "She sounds a lot like the pony we've been having trouble with at our other schools. I mean, besides Twilight Sparkle."

"The anti-armor guerrilla?" Shining Armor looked intrigued. "She's here?"

"Mmm-hmm." The pegasus nodded. She listened as Mr. Warbleton added a bit more to his description. "Oh my. It seems she isn't a pony at all! She's a _griffon._ "

"I thought griffons were extinct?" Rainbow butted in. "Like, a really long time ago."

"Apparently not. Oh, this is exciting! Princess Cadenza," Fluttershy asked, "I don't suppose I could be allowed to study her once apprehended?"

"Perhaps," the princess conceded. "We have to catch this griffon first. And something tells me that it won't be easy. Shining Armor?"

"Your Highness." He stood straighter. "The disciplinary committee studied the remains of her battle earlier. This... _griffon_... is using drill-bits like acupuncture needles. She shoots so accurately that the needles disconnect a pony from their mana-stones. It's like nothing we've ever encountered before."

"Oh, great." Rainbow settled onto the couch and propped her rear hooves on the table. " _Another_ weapon that can take out a mage armor? Eh, I'll believe it when I see it."

"You can believe it now," Cadenza ordered. "This griffon is clearly no joke. She has taken out dozens of our allies. This morning, Roseluck had to be taken to the city hospital because of her wounds. She was wearing a _two_ -stone armor. The only other being to defeat a two-stone has been Twilight Sparkle." She paused. "Pinkamena, you are oddly quiet. What is your opinion?"

The earth pony erupted from her pile of rocks. Today, her mane was explosive and her coat vibrant. That could swiftly change. "Oh, I dunno. I just think she must get kind of lonely out there, all on her own, going against us." Pinkamena tapped her chin. "Maybe we should invite her to join the school instead."

"That _is_ an interesting idea." Cadenza smiled. "Though I think not the best course."

"Right. Because she probably isn't alone," Shining Armor grunted. "All of her weapons, her technology- she's probably working with those terrorists who oppose the Royal Family."

"Well, duh!" Rainbow snorted. "It's not like she could pull a schmancy gun like that out of her plot."

"Rainbow Dash!" Fluttershy was not a fan of foul language.

"Heh. Sorry."

"In any case," Fluttershy added, "It doesn't seem like we have all that much to worry about. The target this time isn't us. It's Twilight."

"Huh?" Rainbow blinked.

Shining looked equally dubious. "Are you sure about that?"

Cadenza smiled thinly. She held out her tea cup for Spike, who dutifully topped it off. She sipped. "She's after the Element. This is a struggle between an Orthros and a Jackalope, nothing more."

"In that case, I've got an idea that'll totally freak. Your. Frizz!"

The others inwardly groaned. Now that Pinkamena had started talking again, it would be a long time before she stopped. "Switching majors from partying to mane therapy?" Fluttershy teased.

"Oh, no silly!" Pinkamena grinned. "But Twilight totally _wrecked_ my biology club. I think she deserves a little payback."

"Uh, Pinky? What exactly does biology have to do with throwing parties?" Rainbow was honestly confused, the poor mare.

"Sugar, of course."

"Huh?"

Pinkamena rolled her eyes. " _Duh_ , every pony knows that you need the right snacks to throw a party. The biology club did their research and told me exactly what to make for every single pony in the school. Did you know that Lemon Hearts can taste the difference between twenty-two different saccharides?"

"Uh- no."

"Well now you do," the pink one bobbed her head decisively. "So whaddya think, Mimi?"

The princess considered it while she sipped her tea. Finally, she smiled. "You are free to act as you wish," she said.

Twilight slept fitfully, and woke when it was still dark out. For once, the house was quiet. Relatively speaking; Berry Punch and Derpy both snored.

Moonlight filtered through the dirty window panes. The world was washed in silver and black.

Twilight slowly got up. She was still sore, and her condition had not improved with the night's tossing and turning. Plus she didn't want to wake anypony up. Twilight quietly tip-toed into the bathroom.

A few minutes later she came back out, cleaner and much more relaxed. The remains of her bath swirled down the drain. Twilight made her way over to the mirror and picked up a hairbrush- then thought better of it. She leaned down and envisioned an invisible grip latching onto the brush. To her surprise, magical energy flared to life around the brush and levitated it. Twilight smiled. She could use telekinesis again! Her control wasn't quite the same, but it was something. She began smoothing her mane out, magically for once.

 _ **Twilight,**_ Cell spoke up. Twilight turned to look at the dress hanging behind her. _**I- I don't want you to wear me today.**_

The hairbrush snagged on something- eww. There was something sticky in her mane still, probably from the biology club fight. Twilight set down the brush and used a small burst of magic to cut the hairs out. Much better. Though, her mane was looking fairly ragged.

 _ **Did you hear me?**_

"I heard you," Twilight murmured. "I just wasn't responding to a terrible idea."

 _ **Twilight, that griffon was after**_ **me** _ **yesterday. If you don't wear me... she won't bother you.**_ Cell's eye was drooping.

Twilight smiled reassuringly. "Somehow I doubt that. Besides, I kind of need you. If not today, then soon. We still have to beat Mi Amore, remember? We're stuck together."

Unbeknownst to Twilight, Derpy and her family had woken up while she was in the bathroom. They now clustered outside the door of the bedroom, watching her. Listening.

"Is anyone else as weirded out by her talking to her clothes as me?" Dinky asked.

Inside, Twilight knocked on the dress with one hoof. "Cut it out," she laughed. "Is that any way to talk to a princess?"

Big Mac grunted. "The cute 'uns are always a mite crazy," he said sagely.

"That poor filly," Cheerilee frowned. "She doesn't have any friends at all. Oh- aside from you, dear," she assured her wall-eyed daughter.

Derpy just grinned. "She might be a weirdo, but she's _our_ weirdo. If any ponies are gonna accept her for who she is, its us! Right?"

They all glanced at one another, thinking about the last few days. Slowly, the ponies nodded. Except Berry Punch, who was still passed out on the couch.

"Hey!" Twilight said, "Save that kind of language for the fight."

Derpy winced and looked through the door-crack. "Now she's wrestling with it..."

"And she's losing," Dinky noted.

Twilight and Derpy stepped through the school entrance and into the courtyard. It seemed bigger than usual; about halfway across, she paused. "Go ahead," she told Derpy, "I'll catch up."

"Oh, okay." Derpy trotted a few steps, then stopped. "Twilight?"

"Hmm?"

"You know Cell isn't the only friend you have around here, right?"

"Yes, yes of course!" Derpy cocked her head, and Twilight winced. That had sounded rushed. "I mean... I do know that."

The pegasus frowned at her. "I care about you, you know. Me, Dinky, my whole family! You've got a lot of friends, Twilight Sparkle. And don't you forget it!" She turned and walked away.

Twilight watched until she was through the school doors, then clenched up. Slowly, she exhaled. "All right, Cell," she muttered. "We have to be ready."

The road to Canterlot High loomed in front of her. Gilda pulled her hood lower and tucked her tail in. She would be suspicious enough, with the giant package on her back; if she were identified as a griffon before reaching the school, it would be a disaster. She kept her head down as she moved through the city.

There was no sun. Only an endless sea of gray hovering above the mountain, pressing down on it, transforming day into dusk. The hazy light did little to improve her mood, and just brought her thoughts back to the all-important question.

Could the Element be controlled?

 _Battle jitters_ , she thought. _Get a hold of yourself._

Gilda snarled and shook her head, crushing the lingering, nagging doubts to the back of her skull. There was more at stake than the life of one idiot pony; if she failed here, all the destruction and death would be on her head. Though she could blame Zecora for allowing Twilight to keep it in the first place.

Not that it would matter. After today, the Element would be nothing but dust.

The Element was getting nervous.

Cell could feel the presence of the other students in Canterlot High. The itch of a thousand eyes watching. She could feel the energy, the magic, flowing all around her. That didn't make her nervous. They were merely curious. They were wondering why she and Twilight were in the center of the courtyard. Would they be fighting the princess? One of the Elite Four?

No. They would be fighting a griffon, and a very dangerous one. That didn't make Cell nervous, either.

They'd been standing in the same exact spot for nearly a half hour, the ship-like prow of the school's towers rising behind them. Cell shuddered, stretching her stones a bit. Twilight didn't even seem to notice. That was what made her nervous.

Twilight seemed lost in another world. Her whole body was shaking; the sword point planted in the dirt was all that kept them from moving.

 _ **What happened to your confidence?**_ Cell asked finally.

"Quiet," Twilight replied.

Cell could not frown, but she mentally made that expression. _**You won't be able to fight in this state of mind.**_

"We'll be fine."

 _ **Are you sure about that? Because I'm not sure you've thought this through.**_

"I've been thinking about it all night," Twilight snapped, "And all morning, so shut up, you over-analyzing excuse for clothing!"

Cell relaxed. That was better.

Twilight paused as well. "I- I'm sorry," she said.

 _ **Don't be.**_ Cell made sure that her words betrayed her grin.

"You were trying to get me angry?" Twilight realized.

 _ **You fight better angry than scared,**_ she said by way of explanation.

"I suppose." Twilight didn't sound convinced. "Now might not be the best time to be testing-" Twilight paused. "She's coming."

Cell looked to the gateway. It was awash with mid-morning light, turning it into a blazing portal; in the midst of that, Gilda was a speck of blackness. Her face, her expression, were impossible to make out. But her hatred _oozed_ through the air. It was a sensation Cell had only felt once. It wasn't one she'd soon forget.

For a long moment, there was silence.

 _Twang!_

They were already moving, diving to the side. The arrow, long as Twilight's body and thick as her leg, buried itself in the ground. And then exploded.

Cell felt rather than saw Gilda move. The griffon pushed off, flying low and fast around the courtyards edge. Circling her prey.

 _ **It's time,**_ Cell said.

Twilight coughed in the dust, but brought her foreleg up. Jewel touched horn, and the power exploded. Fire coursed into Cell's stones. Her body melted into a new form, stretching and changing. It was pain and pleasure all at once, lasting an eternity in the blink of an eye. Cell settled into her armored form and smiled to herself. This was what she was made for.

"Solar Magic, Harmonize; Element: Celestia!"

Twilight swept aside the smoke and dust with a single sword slash. Cell used the time to find their opponent- there. A couple hundred yards out, banking into a turn, carrying a gigantic weapon.

 _ **What is that?**_

"Siege ballista," Twilight whispered. "Modified to be hand held and repeating. Wish I'd thought of it."

Cell sighed. Of course Twilight was distracted by the weapon. Though, it was an elegant design. Pity it couldn't talk, but-

 _Oh crud._

 _ **Incoming!**_ Cell shouted.

Twilight flinched, and the three arrows hit hard. Cell felt them scrape across her. Thankfully, they skidded sideways, careening off into the walls. The projectiles exploded, showering the three of them in stone and mortar, but none of them cared. The students who had been watching were now more afraid than curious and backed away from the windows.

Gilda tossed down her ballista with a disgusted sneer, and pulled out the much smaller crossbow weapon that she used the day before. She slammed a cartridge of bolts into place, and opened fire.

It was Cell's turn to flinch. A lot of the smaller bolts didn't ricochet; they stuck, jabbing into her stones. It wasn't agonizing, but it was strange. Intense. Cell felt something else as well. A change in Twilight's magic. _**Can you feel those?**_

"Yes," Twilight muttered. She cleared her throat. "You'll have to do better than that, Gilda!" she shouted. "We're stronger than any mage armor!" Cell launched them forward, and Twilight brought her sword down in a powerful overhead strike.

Gilda didn't flinch; she raised the crossbow and _caught_ the blade; the metal plating on the cross-piece wedged it tightly. _Feline reflexes,_ Cell realized. She poured strength into Twilight's forelegs, but Gilda remained unmoved. _Feline strength._ The world seemed to spin for a long moment; the _Clang!_ of weapons meeting echoed through the courtyard.

"That all you got?" Gilda gloated. "It'll take _more_ than strength to beat me."

She brought out a small device, and Cell flinched away, expecting a hidden knife attempting to gut Twilight. Instead, Gilda pressed a button on the miniature remote. A series of clicks made them turn- just as the ballista finished changing into a turret and fired again. The arrow slammed into the ground at their feet and detonated.

Cell blinked and shuddered; the air was so full of dirt and fire that she couldn't see. She couldn't see Gilda anywhere. A roar like a thousand angry lions pounded her senses. She tried to repeat the earlier trick, but Twilight was too unbalanced. They couldn't swing the sword properly.

After a moment, Cell caught a glimpse through the haze. Gilda, tossing aside the spent cartridge from her weapon. The griffon slammed another one into place and swooped to the ground.

 _ **Twilight,**_ Cell whispered.

The alicorn didn't seem to notice. She turned to the griffon and called out. "You know, they say the definition of insanity is doing the same thing over and over again and expecting a different result!" Twilight hopped forward. "So what does that make y-"

Gilda responded by shooting again. Bolts rained down on them, and Twilight stumbled in mid-stride. " _Hern!_ Cell, what the hay?"

Cell winced. _**I- I'm alright,**_ she said. But she wasn't; she was sluggish, barely moving. Twilight twisted, and Cell saw the bolts stuck into their flank. Twilight knocked them away. More bolts stuck into their foreleg; she pulled them out with her teeth. Cell sighed. _**Thank you, that feels much better. Though you should be more worried about-**_ **look out!**

Cell pushed all her energy into one leap, sending them twenty feet to the side and ten feet in the air. Twilight snapped out her wings and they hovered. The ground where they had stood was awash in flames, but otherwise intact. Not an explosive arrow, then. Something else-

"Wha- hey!" Twilight ducked her head as another projectile passed. Wait- was that a balloon? IT exploded like a Molotov Cocktail against the school.

"Mares and gentlecolts! For our next trick-" The voice, tinny like a loud speaker, echoed around the yard. About a hundred yards east, a line of ponies dressed in fancy armor like tailored suits appeared out of a burst of smoke. Each of them held up a stout wooden stick- a wand? The ponies threw their wands at Gilda, and she brought of her crossbow to parry. High-velocity sticks of wood ricocheted everywhere. One actually stuck itself into her weapon, and hung there, quivering. Gilda snarled at the throwers.

"What is going on!" Twilight demanded.

Cell noticed something, and raised Twilight's foreleg to point at the ground. _**Look.**_

Slicing into the dirt behind them was a _balloon_ sword; it was the kind of thing one might see at a fair. Or a party. "No," Twilight whimpered, "Anypony but her."

"Balloon sculpting club!" Cell heard a sigh of relief escape Twilight.

The call went up from a second group of ponies, decked out in balloon-shaped armor. Their leader was a blue-furred unicorn. He worn a balloon crown over his puffy hair; his armor, more complicated than his underlings', was also sculpted like inflated rubber. "President Party Favor presiding!" he shouted.

Off to the side, a hundred identical gentle-ponies bowed and rolled their top hats. "We're the magic club!" that same canned voice announced. Their hats bounced off their hooves and back onto their heads. "The Order of the Eye!"

"Gardening!" The cheer went up from the other side. Twilight turned, and Cell saw a third group of ponies spreading out. The clubs had them boxed in. The only way out was through the school.

The lead pony of the third group was glaring at Gilda. Her mane was tattered, and she had one hoof in a sling. But her gaze was murderous. "This is the backyard division," Roseluck announced. "Forget potting. We'll be planting _you_ six feet under!"

Cell saw the tightness in the ponies' muscles, the glint in their eyes. And then the whole world erupted into a circle of violence and death and noise and-

"Oh, _feathers_ ," Twilight muttered.

"Hrmph."

The sound came from Shining Armor, hovering in the center of the chamber. It was an annoyed sort of grunt; a noise Shining made often. Still, it seemed out of place. Pinkamena looked up. "Whaaaat?" she asked.

"I- nevermind. It's nothing."

The party pony raised an eyebrow.

"The way you were talking earlier- I'm just surprised that you sent your weakest clubs. Especially since one of them already lost to the griffon."

Pinkamena giggled, and her mane fluffed into a mass of cotton candy. "It's not like it would be any fun to just _crush_ her into the dirt," Pinkie said. "You'd do the same thing in my horseshoes." She turned back to the window, watching the melee below.

"You're probably right," Shining admitted.

"Besides," Pinkie waved, "This isn't the _real_ fight. This is about the silly griffon." She rubbed her hooves together. "Cadence has something real special in store for Twilight."

"How can you be so sure?"

Pinkie glanced back, her mouth twitching. "That's easy; I've known Mi Amore Cadenza longer than anypony else. We're like _this_." She twisted her front hooves into a literal pretzel, then spent a moment untangling the knot. "She and I are dancing to the same beat, and I know exactly where she's gonna swing next." Pinkie trotted to the other side of the room, where a white unicorn with a spiked blue mane was putting the finishing touches on a small stage. "Speaking of beats, Vinyl and I are gonna lay out a sick one. Maybe you should head downstairs and see what you can learn?"

Shining eyed the stacks upon stacks of speakers, then nodded. He backed out of the room with a graceful bow- or rather, he tried to and ended up smacking into the door frame. "I- meant to do that," he muttered, then trotted into the hall.

Pinkie giggled, then got serious. Her mane went flatter than a heart monitor in cardiac arrest. "You ready?" Pinkamena asked. Her mute friend nodded.

Vinyl Scratch picked up a record and inspected it; everything seemed in order. She plopped it onto the turntable. A plunk of a needle and the flip of a switch. DJ Pon-3 stretched- and then dropped the bass.

Cell winced at the assault on her auditory senses. Bad enough the explosions and clashing of weapons. Now, the entire school was shaking with the _wub wub_ of electronic music. It echoed through the hallways and every classroom, conducted by the walls themselves, it felt like. She knew Twilight could feel it as well. They stumbled, sliding more than running around the next corner.

As the clubs attacked, Twilight had dive-bombed the nearest window and headed into the school. Not a bad plan. But Gilda was not far behind, and she had a preternatural ability to be in exactly the right place at the right time to attack. Plus there were the traps.

But hey, at least the club-ponies weren't still chasing them!

Behind them, a stream of needle-like bolts made a row across the floor; Cell poured a little more energy into their running.

"Not fast enough, Gilda!" Twilight taunted as they took the stairs five at a time. It was true. In spite of everything, Gilda wasn't actually catching up to them.

 _Clink!_

Not that it mattered, when the entire school was her weapon. The explosive stone bounced down the stairs between their legs and blew up right behind them. The force launched them up the stairwell; they rolled and bounced off the window. Twilight's muzzle flattened against the floor. An instant later she was wearing arrows on her helmet. "Ow ow ow ow ow!" Cell winced. That intense feeling was getting worse. "When exactly did she set all these traps?" Twilight moaned.

 _ **Need to keep moving.**_ Cell was surprised at how tired her own voice sounded.

"I know. But are you-" Twilight's words died off. Cell glanced up and realized Twilight was doing the same. She corrected her gaze and felt a chill. Twilight swallowed. "So that's where they went." The ceiling of the hallway was decorated by hanging bodies. One-stones, their armors in pieces, sagged from the bolts that pinned them. Some had come loose and dangled by just their hooves or legs. If Cell hadn't know better, she'd have thought they were dead.

Then she saw the bomb drop.

After that were just flashes. The hallway exploding. Speakers shaking in their housings from the loud music. Arrows glinting in the light. Defeated one-stones shoved into closets and recycle bins and draped over desks. Rock-pulverizing thumpers falling from the ceiling. More one-stones slumped against the walls. A gardener pony with a trowel up his plot. Exploding gemstones skittering down slick floors behind them as they were hit by a shower of bolts. The explosions pushing them forward more than Twilight's wings or legs. Cell felt like her mind was melting from the volume of the wubs. A group of magicians strung up by their colorful scarves. Possibly a hallucination, but a pink pony in armor conducting the music. She winked at Twilight. A classroom turned upside down. Or was she upside down? A body, wrapped in tape, fell from the ceiling during a particularly strong bit of bass. The pony had white fur and a red mane and something shoved into her mouth as a gag. There was just enough time for Cell to recognize the leader of the Gardening Club, and see the jewel she spit out, before it exploded in time with the music's climax.

 _Ka-ba-ba-BOOM!_

It was several long moments before the dust cleared and the silence became bearable. Cell tried to take stock and immediately regretted it; her mind came back with an impossible amount of pain. Forelegs, back legs, wings, head, body- everything hurt. They were bruised, singed, cut, stabbed and all around beaten. _**I- I can't take any more, Twilight,**_ Cell shuddered. She relaxed her hold, and melted back into gem-studded fabric.

"Cell!" Twilight protested. Then- "Huh?"

Cell noticed they were in front of a window. Outside the window, a black speck in the sky was getting swiftly larger. Gilda crashed through the glass paws first, her wings were tucked in expertly to avoid getting caught on the jagged glass that showered down. She kicked Twilight in the muzzle on her way to the floor, and the three of them slid across the tiles and into the bathroom across the hall.

They wound up against the far wall. Twilight moaned, and Cell winced. There wasn't much she could do- she could barely feel Twilight's magic. But she hated seeing and feeling Twilight like this. Hurt. Broken.

Gilda stood over them, cool and collected as ever. She raised her crossbow until it was an inch from Twilight's unprotected forehead. "Took long enough," she complained. "I've had to use more ammo today than all my other missions _combined_. That Element is one tough piece of garbage."

Cell bristled, but stayed quiet.

"Why are you doing this, Gilda?"

"Shut up," Gilda ordered. She waggled her crossbow in front of their nose. "It's game over, so hand over that armor!"

Twilight glared at her. "I thought griffons were strong and proud; but you're just a rude, insensitive bul- _oof!_ " Gilda's punch landed squarely on her already damaged gut. Cell absorbed what she could, but it wasn't much. Then Gilda smacked Twilight in the head with the bow.

"Here's what's gonna happen, dweeb: you're gonna take off that Element-"

Twilight interrupted. "Uh- _no._ "

Gilda hit her again. "You're gonna take it off. I'm gonna destroy it. Then we'll go our separate ways. Sound good?"

There was a long silence. Cell tried to read Twilight's mood, but the connection was still too weak. She settled on asking, _**Twilight?**_

The alicorn looked up. "Why?" she asked again.

Gilda cocked her head, very much like a bird. "I'll tell you after you hand it over."

"Tell me, and I might _consider_ handing it over."

Pause.

"Fine." Gilda checked the readiness of her crossbow. Then- "There was this griffon. She thought magic was this _amazing thing_ and that every creature could get along with it. She was _wrong_. She volunteered for something stupid. And when it was over, the magic had _consumed_ her." Gilda started to bring a claw up to her eye, then stopped and shook her head, her feathers flopping. "You think you're gonna end up any different?"

Cell felt a chill. Consume Twilight? She'd never! Okay, she'd encased Twilight in crystal when they first met, but that was different. That was part of the bonding experience. It was the only way.

But Gilda seemed so sure.

And Twilight was hesitating.

 _ **Twilight.**_ She stiffened, and Cell continued. _**I'm not a tool. Or a weapon. I'm not some inanimate object. I'm also not your teacher. I'm not who you wanted me to be.**_

 _ **But I'm who you**_ **need** _**me to be.**_

Cell stopped there, hoping her words got through.

Twilight slowly raised her head and glared at Gilda. "You're going to have to repeat that last part. Maybe it's from all the explosions, or getting hit in the _head_ \- but I didn't hear a word of what you said."

Cell felt the connection grew stronger. Yes, _good_. She pushed it, pulling as much energy as she could.

Gilda, for her part, just looked resigned. "Sucks to be you, then, I guess." She raised the crossbow.

 _ **I know what I need to be.**_

"Cell?"

Before Twilight had a chance to figure it out and stop her, Cell released her hold. She pushed herself up and away, peeling away from Twilight's body. As she did, she felt her aches and pains throb to life again. Twilight had been sharing the agony, but now it was hers alone.

Cell saw Gilda's claw twitch. Almost in slow motion, she saw the drill-tipped bolt leap from the crossbow.

And then she was on the floor, a hole gouged through her chest. She never felt it hit. Slowly, Cell closed her eye.

"Ce- Ce-" Twilight couldn't speak. She couldn't move. She stared as Cell's wilted form settled on the bathroom tile. All that fighting...

Gilda smirked and let loose with another half dozen bolts, pinning Cell down like a butterfly. "Whaddya know. It tried to escape! See? That thing never cared about you at all."

Twilight heard her, but it took a long moment for the idea to register in her brain. Her thoughts were sluggish; she kept hearing Cell's last words. _Know what I need to be._ What had she been?

A sacrifice.

Cell had given up. She'd made herself a target- to keep Twilight safe. She'd been a distraction, a red herring- a _friend_.

Twilight sniffed. Her nose was running, but her eyes, her throat, were dry. "You're wrong," she croaked.

Gilda snarled. "You saw- it was done with you! It used you then ran!"

"She was protecting me!"

" _It_ was a parasite!" Gilda roared. "It- _hunh!_ "

Twilight blinked, trying to refocus her eyes. She saw a blur of gray and straw-yellow behind Gilda's brown haunches. It was Derpy.

The pegasus held a long, broken piece of pipe; the end of it was jammed into Gilda's back. The griffon didn't look hurt, just surprised.

For her part, Derpy held the pipe steady. She didn't seem at all afraid of the griffon who just laid waste to half the school. "What do you think you're doing?"

"Huh?"

"That dress is about the only friend she has! Do you know what that's like?"

Gilda rolled her eyes and pushed Derpy over. "Get lost, dweeb," she snapped.

She turned around, only to find Derpy already there, muzzle to beak with the griffon. "I don't think you do! Ever since Twilight got here, everypony else has been mean to her. The only thing she can count on is her dress, her armor. She talks to it, almost like it's a pony! Sure, it's a little weird, but that's just what a pony does when they're all alone. And that's why you can't do this. 'Cause if you take away Twilight's dress- you take away her friend!"

Gilda took a step backwards. She didn't seem to appreciate the invasion of her personal space. Above the pair, a lightbulb flickered and died. "A pony and an Element can't be friends," Gilda said slowly. And quietly, almost like she was addressing herself. "They can't even communicate. It's... impossible."

"No it isn't!" Derpy reached out and grabbed hold of Cell's hemline. "Until now-" She hesitated. "Until I met Twilight, the only friends I had were the ones in my head."

Twilight blinked. She hadn't thought about it, but- Derpy never talked with any other ponies. She didn't talk _about_ any other ponies, unless it was a pony Twilight was fighting. Derpy glided through life at Canterlot High pretty much invisible. Sure she was used as a hostage a lot, but other than that... _Am I really her only friend?_ Twilight wondered.

Derpy smiled at her. "If Twilight can be my friend, she can be friends with her dress, too! That's just the kind of weird, amazing pony she is." With a quick tug, Derpy ripped Cell off the floor; the needle-like bolts clattered away into the corners. Derpy patted dust from Cell's crystal-covered fabric. "Shame on you," she scolded Twilight. "You have to take better care of your friend." And then she held out the dress.

Cell slowly opened her eye. She hadn't died after all. She was just... out of it. She had a vague feeling like something had just happened, but she wasn't sure what. She felt stronger, though. Much stronger.

A strong pair of forelegs wrapped around Cell, pulling her close. She saw purple fur. _**Twilight,**_ she whispered.

"Th-thank you, Derpy," the alicorn murmured. Cell looked over and saw Twilight's pegasus friend standing between them and Gilda. Derpy smiled.

"I better get back to class," the Pegasus said. "I only had a five minute bathroom pass. Bye!"

And then she was gone. And everything was quiet. Twilight stayed against the wall, holding Cell like she would never let go.

Gilda looked flustered. The griffon was rigid, her eyes unfocused and her beak flapping. Open. Shut. Open. Shut. Finally, she shook her head. "Right. Where were we?" She looked down at the corner, where Twilight still huddled with the Element. "Oh. _Right._ " Gilda hefted her crossbow. "Give it here."

Cell felt Twilight squeeze her harder. A droplet fell from Twilight's cheek and splashed over her fabric. "You want her?" Twilight's voice was steel. "You're going to have to pry her out of my cold. Dead. Hooves."

Gilda's eyes narrowed. "I can arrange that." Her shaking claw tightened on the trigger.

Time slowed. All of her new strength surged Cell forward; she jumped from Twilight's hooves in a rustle of cloth on fur. She pressed her chest to Gilda's face. The griffon recoiled, or tried to. She couldn't move. _**Don't you touch her,**_ Cell hissed. Gilda's eyes widened. She'd heard. Cell stared into those eyes. Into the griffon's _soul_. All of her pain and anger poured out. _**If you do... you will regret it for the rest of your**_ **exceedingly** _**short life.**_

Gilda gasped as Cell released her, and settled back into Twilight's grip. The alicorn didn't seem to realize anything had happened. Cell watched her; the crossbow, and the claw holding it, shook. Gilda looked from Twilight to Cell and back. She swallowed, grimaced. Her claw twitched again.

And then her foreleg dropped. Gilda sighed. Maybe it was Cell's imagination, but she swore she heard Gilda whisper, "I'm sorry, Gretta."

Twilight didn't relax when Gilda fell back. Not until she felt Cell relax as well, going limp in her hooves. She figured the Element would sense if something was wrong.

She didn't know why Gilda backed down, but she was glad for it. Twilight shivered on the bathroom tile. She took comfort in knowing that the worst was over.

"You really shouldn't even _think_ things like that," a cheerful voice called out. Twilight jumped away from the room corner. Impossibly, Pinkie Pie was _there_ , right where she'd been sitting. Even Gilda seemed startled.

The pink pony hopped into the air and came down on the other side of the room, where a veritable orchestra had assembled. They played a short trill, then stood aside. For their commander, Twilight realized. Pinkie stepped forward with her mage armor shimmering. It was almost exactly like Shining Armor and Rainbow's, except for the helmet. The helmet extended upward into a box shape, like a present, with an opening at the top. From that opening, a tiny green alligator peeked out.

"That was a pretty neat battle," Pinkie complimented them, "But somepony let the air out of this balloon, if you know what I mean. So we'll be taking the sparkly outfit now. You don't mind, do you?" Her eyes fluttered.

Twilight said nothing. She didn't want to. Or have to, as it turned out.

"Just give you the Element, huh?" Gilda asked after a moment. She glared over her shoulder; she seemed to be sizing Pinkie up for _another_ fight. Twilight marveled at the griffon's stamina.

"Well, you'll have to come too. Nothing personal." Pinkie smiled extra wide.

Gilda collapsed her crossbow and slowly placed it into her holster. At the same time, Twilight saw her take something else in her claw. "All right, loser. Here's what's gonna happen: I'm getting outta here. 'Cause there's no way I'd ever let a bunch of dweebs like _you_ catch me. Oh, and one other thing-" Twilight realized what Gilda was about to do, and ducked a moment before she pressed the button. "I'm taking them with me!"

Gilda's vest detonated in a cloud of smoke and chemicals. The front row of ponies surged forward, only to cough and fall to the floor, unconscious.

"Aw, no fun," Pinkie complained. "Sousaphone!"

The requested instrument waddled forward and blew a low note. The wall of horrible noise smashed into the smoke and cleared the air-

To reveal a JERC shining on the floor.

"Oh," Pinkie's hair flattened. "Horse apples."

And then the bathroom exploded.

"You let them _escape?_ " Rainbow asked incredulously.

"Eh. It happened," Pinkie waved her off. The earth pony's mane was back to its puff shape, and she seemed rather pleased. In spite of the disastrous battle. In spite of the high cost of repairing the school afterwards. And in spite of the scorn she was receiving from her fellow council members.

Or at least, from Rainbow Dash.

Cadenza shot a warning glance their way, then turned to the stallion standing off to the side. "Shining Armor, report."

"The plan worked, your highness. We analyzed the fight, and we've found a pattern." He activated a small projector and showed them. "Next time that griffon comes around, we'll be able to pick her off, easy."

"Well done." The princess nodded to her lieutenants. "Thank you, Pinkamena; you've ensured our victory."

"And our bankruptcy," Rainbow muttered. She was ignored.

"Now there's only one pest left to deal with." Cadenza leaned back in her chair. "I trust you all to know what needs to be done."

Twilight slowly opened her eyes. Ow. She winced from the sheer amount of pain flooding through her nerves. Then she shrugged it off. She'd actually felt worse.

But where was she? Not her room at Derpy's house. And not the tiled bathroom she remembered being in before.

And where was-

"Cell!"

Twilight bolted upright, tossing the blanket laid over her, hooves flailing. She fought to control her breathing. There was a couch. Underneath her, a couch. A familiar one. Zecora's couch.

She was at Zecora's place, which meant she was safe. For the time being.

She looked down and saw crystal-covered fabric. "Cell?" she whispered, and lay a hoof over her chest. The outfit stirred.

 _ **I am here.**_

Twilight relaxed. "Thank harmony," she sighed.

 _ **I'm not a hundred percent sure, but I think you should be thanking that griffon,**_ Cell told her.

"She beat us," Twilight muttered. Her mouth tasted like old coffee grounds. " _Again._ "

 _ **Hey, hey, don't beat**_ **yourself** _**up. We did well.**_

"Not well enough to- Aah!" Twilight winced. She pressed her side, but felt nothing amiss. "You're really hurt, aren't you?" she realized.

Cell hesitated. _**I- yes. You are only feeling a fraction of my pain. It will be some time before I'm healed.**_

"We'll just have to take it easy for a while, then." Twilight lay down on her side and stared at the wall. It was gray, but clearly had once been white. Zecora needed to scrub the place. "Cell," Twilight whispered.

 _ **Hmm?**_

"We're going to have to get stronger, somehow. We lost to a griffon, who wasn't even wearing a mage armor. Cadenza wears an _Element_. And we have to beat her. _I_ have to beat her," she amended.

Cell's fabric rippled. _**I believe in you, Twilight. And I'll help you in any way I can.**_

"I know," Twilight smiled. "What are friends for?"

 _ **Pointing out your flaws?**_

"Wha- this is about the confidence thing, isn't it?"

 _ **I wouldn't wan to say 'I told you so', but...**_

Twilight huffed. "At some point, you're going to have to stop psycho-analyzing me."

 _ **We at least should sort out your deep-seated obsessive-compulsive issues.**_

"I do not have obsessive-compulsive disorder! My mom had me tested."

 _ **Issues, not disorder. You're mentally cleaning and organizing this room right now, aren't you?**_

Twilight frowned in the middle of figuring out where a flower vase should go. "Maybe a little," she admitted. There was a quiet moment, and then they both laughed, enjoying some peace and comfort.

Zecora stirred her travel-sized mug of tea. They were some distance from Canterlot. The road was wide, flat, and open. But they were far enough away that nopony would see two holdovers from near-extinct races having a mutually caring discussion. "Many thanks, for coming to Twilight's aid. I guess your debt to me is paid." She placed a cap on the mug and held it out.

Gilda took the mug. "Not saying I trust her. But... I'm curious. And no," she added, "It's not."

"I asked, you delivered. What could be stuck in your gizzard?"

"Gross," Gilda snorted. "And here's the thing- I said I wouldn't do it. I blew you off then. So I owed you twice. Still got one to go."

Zecora smiled. "Proud and stubborn as the griffons of old; yet, you Gilda, have a heart pure as gold."

Her companion blushed, but tried to cover it. "Yeah, well... stop with the mushy stuff, 'kay? I'm only givin' her a chance." Zecora's smile became more of a smirk. Gilda scowled. "Here's what's gonna happen: you make sure she controls that thing, and beats every lame pony she goes up against." Gilda spread her wings. "Or I'll be back to finish what I started!" And she leaped into the sky, leaving behind a very happy zebra.


	6. Second Place Is Never Enough

Zecora's couch was quite comfortable, but Twilight squirmed anyway. Her hooves twitched ever so slightly. Most ponies wouldn't have been able to tell just by looking. She was certain Cell knew, because the Element was grumbling about her interrupted sleep. Twilight trying to calm her nerves, gulped down more tea.

Zecora sat just across the room in her armchair. She, too, held a steaming cup, from which she took small sips . Her mouth was turned up in the slightest of bemused grins. Twilight caught the twinkle in her eye, even though it was hidden by her bangs.

It'd been almost a half hour since Twilight entered the house, and since then, only ten words had been spoken.

"We need to talk."

"Would you like tea?"

"Yes, please."

Twilight was nervous. Zecora seemed content to wait for Twilight to speak up. They were at an impasse.

Finally, Cell sent a jolt through Twilight's body. _**Get on with it. Otherwise, you'll miss dinner and be a pain the rest of the night.**_

Twilight sighed. She set the cup down on the center table. "Tell me about the griffon," she said.

Zecora shrugged. "What do you wish to know? I cannot help you if you're not specific."

"Well, let's start with... who is she? Do you know her name?" Twilight raised an eyebrow. "Then we can move on to why she was after me."

"And why would I know any of that?"

Twilight didn't hesitate. "She brought me back here. You _just_ implied you did. Why would you do that if you didn't know anything?"

Zecora put down her own teacup. "Too true," she conceded. And then she whipped her mane upright, filling the room with glowing green smoke.

Twilight choked on the cloud. She waved a hoof in front of her face, trying to clear breathable air. "I can never get used to that."

Zecora appeared out of the gloom; stripes, jewelry and all. "Her name is Gilda of Grey Skies; she is... like me. A dissenter, and spy. When she attacked you yesterday, I was afraid she lost her way. I am glad I was wrong; if I had to fight her... I don't believe I am that strong."

Twilight let her eyes wander over the zebra's lanky frame. "Something tells me you're a lot stronger than you look. But," she added, "I understand. So you two are friends? You work for the same group?"

"We... did," Zecora shook her head. "But I am not certain of Gilda's heart. She may wish to no longer be a part."

"A part of what, exactly?" Twilight leaned forward. "What sort of group-"

"To you, an interested third-party." Zecora smiled thinly. "Called, the _P-P-G-Z._ "

"Huh?"

"A group of ponies, griffons, and zebras, formed by Princess Celestia. A hidden protector, for all Equestria."

"Like the EUP? Er-" Twilight verbally back-stepped when Zecora gave her a funny look. "I mean... wow, that must be a _big_ group to protect _all_ of Equestria. Right?"

"No, not exactly," Zecora said. "For ours is a _secret_ group. To be allowed to tell you this, I've jumped through many hoops."

"Right." Twilight took a moment to collect her thoughts.

"Okay," she said finally, "Let's go back to what I was asking before: if Gilda's a part of your group, why'd she attack me? Don't you _want_ me and Cell to beat Princess Cadenza?"

"We do. But Gilda, she has a history with magic." Zecora frowned. "Her feelings can make her act... dramatic."

"That's an understatement," Twilight grumbled. "But she got us away from Pinkie and brought us here. I suppose that means she's come around." Zecora hummed and nodded. Twilight breathed a sigh of relief. One less problem she'd have to deal with. On the other hoof- "What about Princess Cadenza? Did she really steal my- my Element of Harmony? Why are you spying on her? Why not the other royals, the Queen or whoever? I don't-"

"Comprehend? No. But Your motives, your plan- I'm not certain _I_ understand."

"It's not like there's much to understand. Somepony br-" Twilight faltered. She felt her pupils constricting as she remembered that night. " _Stole_ a part of my Element of Harmony. Without it, my Equestria is helpless, so I can't leave until I find the pony who has it."

"That word. 'My'." Zecora swirled her tea. She seemed agitated. "You speak as though home were far away. In what corner of this world does it lay?"

Twilight winced. She hadn't been doing a good job keeping her origin a secret. Then again, what did it matter? Besides, Zecora had opened up to her, at least a little bit. "I'm not... from _this world_." The zebra's eyes widened, and Twilight fought a smile. "There's a portal, and another Equestria. One where the princesses are still alive and harmony reigns. Most of the time," she corrected herself.

Zecora's expression became wistful. "If it were true..." She shook her head. "Bah! No, no distractions. Twilight, I can promise no answers. But we _need_ action. Much of this land is under Cadenza's control, thanks to clever deals, and blind souls. Will you do what is right, and aid us in our plight?"

Twilight suddenly felt like she was carrying a very large weight. One that was crushing her lungs and shoulders. "I'm flattered. But I- I-"

She was cut off by the clock on the wall, tolling the hour. She sighed, relieved. "I'm sorry, Zecora, but we'll have to finish up later. I gotta get back to Derpy's!"

"Twilight-" Too late. She zipped out the door, leaving behind a confused and concerned zebra. "I suppose, it is getting late," Zecora muttered. "We'll finish at a later date."

Pony la Pony  
Chapter 6: Second Place Is Never Enough

Rainbow Dash narrowed her eyes as the wagon thundered up to Canterlot High's rear entrance. This loading dock was a part of the school most students never saw; it was reserved almost exclusively to the Crafts Club and their constituents. Those ponies stood at attention now, awaiting the delivery. The stallions pulling the overly-large enclosure turned around and backed up to the doorway. As instructed, they never turned to look at what they'd been hauling.

Rainbow watched the crate. It was nondescript, completely enclosed. Only the softest of lights shown through the slats, giving a hint at the supernatural contents within.

The Crafts-ponies dragged the crate from the wagon to a hoof-truck. They pulled, pushed, and pulled some more to get that truck into the freight elevator.

One of the stallions unhitched himself and trotted up to the white unicorn who stood next to Rainbow. The unicorn signed the delivery sheet, then waved him off. He and his fellow wasted no time in galloping away.

"All right," the unicorn practically sang, "Let's get these _beautiful_ stones to the assembly line!"

She trotted into the elevator and pressed her hoof against a special panel; a line of light traveled up and down, before the panel flashed green. Rainbow simply pressed the button for floor 12.

The unicorn and Rainbow were joined in the elevator by Fluttershy, who looked more than a little concerned. "That's a lot of mana-stones," she observed. "What in Equestria is all this for?"

"More mage armors, what else?" Rainbow scoffed. "With Twilight challenging Princess Cadenza like that, new clubs keep popping up. That's a lot of two-stone uniforms that need crafting."

"Oh," Fluttershy frowned. "Are you sure you're up for it, Rarity?"

This to the white unicorn, who merely flipped her perfectly coiffed mane. "But of course, Darling!" Rarity assured them. "I will ensure that each uniform receives the same amount of Time, Love, and Couture as I've given the rest. Some of our... _eager_ new clubs will simply have to wait their turn against Twilight."

"If they even get the chance," Rainbow pointed out. "The princess has her own Element. She might change her mind and just crush Twilight into the dirt."

"Is anyone else as worried about the princess as me?" Fluttershy traced a circle on the floor. "Wearing an Element... it can't be good for her."

"Princess Cadenza can handle it," Rainbow assured her.

"Maybe. But can she handle it, _and_ Twilight at the same time?"

Rainbow scoffed again. "The princess can handle anything! And even if she can't," she added, "That's what we're here for."

The elevator ground to a halt, and Rainbow cantered up to the door. "I thought Princess Cadenza ordered the Elite Four to do nothing but watch?" Rarity prodded as Rainbow crossed the opening threshold.

"Oh? _Yeah_..." Rainbow smirked. As if she'd let that stop her. Still, her hoof-steps were not pointed towards the council chambers for nothing.

The door opened and she staggered out in a rush of steam. Only the towels wrapped around her body and head kept the chill away, even as she collapsed into her throne. She raised her head and stared at the cabinet across the room. "That was... unexpected," Cadenza muttered.

It had happened so suddenly; she thought she had it under control. The fire, burning rage; a Nightmare indeed. The Tantabus was a weapon, a force of pure destruction, barely contained by her will. When she slipped even a little-

And yet-

Cadenza shivered. _The Nightmare of Pleasure_ , her father had called it. He was right. Every moment wearing the dress, the armor, was a thrill. But the longer she wore her Element, the more Cadenza could feel... something. Something growing. Feeding. Eating away at her life and growing stronger. The Tantabus hungered for her, her magic, in a way that terrified her.

But now apart, she felt a hunger as well. A hunger to wear it again. To feel that power and darkness, just inside her. She could do anything. Even take the throne. She could rule _all_ of Equestria. It would be so easy. Just open the cabinet-

She blinked. She was across the room, one hoof on the handle that would open the miniature doors. She shuddered.

She was Princess Mi Amore Cadenza, heir to the throne of Equestria, supreme ruler of Canterlot- and most of the surrounding lands. She would not allow what amounted to a piece of clothing to usurp her.

Cadenza returned to her throne, and breathed deeply. That was the problem. The Tantabus didn't manifest those desires out of nowhere. It was inside her. It was her passion, her goal. The Tantabus promised it to her _now_ , consequences be damned. She saw herself as if in a waking dream, standing over a bloody field, raising a new flag. At her hooves, the bodies of Twilight, of her students, of her-

"Uh, your highness?"

Cadenza straightened as Spike approached with the usual tea. She managed a smile, a genuine one. He wore a rather frilly apron, the one he insisted kept batter from mucking his scales. On the platter was a plate of scones, which he hardly ever prepared. He was worried about her.

Sure enough, he asked, "Are you okay?" as he handed her a teacup.

She took the dish. "This is my fate," Cadenza said simply. She sipped from her cup. Hot, with a hint of peppermint. Just as always. "Twilight will come back with her Element. I must be ready to do the same." She brought the cup back to her muzzle.

And then she lowered it. "You're fast, Rainbow Dash, but not stealthy."

Rainbow stepped out of the shadows behind the princess' chair. She chuckled. "I wasn't trying to be! Stealth is for ponies who aren't fast enough to get in the first strike. Not that I would attack you, princess," she added quickly.

Spike beat a hasty retreat out of the room.

"You _can_ call me Cadence, you know," the princess smiled. "And I never thought you _would_ attack me. I am curious about what you _do_ want."

"You have to ask?" Rainbow frowned. "I wanna have a go at Twilight."

Cadenza sighed. "I told you-"

"Yeah, yeah, big plan and all. But come _on!_ " Rainbow threw her hooves in the air. "It's been forever since I had a real challenge. Twilight even beat Lightning Dust. Lightning. _Dust_. She was the only pony who ever even came _close_ to matching me." Rainbow's eyes narrowed. "Just one go 'round. That's all I'm asking for."

"And if you lose?"

"Puh-lease. I _never_ lose. I'm just in it for the thrill."

"Hmm." Cadenza stared at the ornate walls, her mind wandering. "You've changed quite a bit from when we first met..."

 _Rainbow Dash leaned back and relaxed, just as she had all day long. It felt good to be out of flight school. Even though she hadn't gone today at all. Thank goodness for truant officers too lazy to bust apart a couple clouds. She lowered her sunglasses and stretched outward._

 _She felt the shadow first. Then she heard the voice. "You Rainbow Dash?" the pony asked. A stallion, she noted. Or more likely, a colt. It was a little too high pitched._

" _Who wants to know?" she replied, without opening her eyes._

" _Name's Hoops," he said. "I heard you're pretty fast."_

 _That got her attention. Rainbow opened one eye and looked at the colt. He was stockily built, more like an earth pony than most pegasi. Probably an athlete. Probably older than her too. She'd never seen him at flight school before. Still, she wouldn't turn down praise. "Pretty fast?" she laughed. "Puh-lease. I'm even faster than that!"_

" _In that case," Hoops said with a less-than-pleasant smile, "Wanna race?"_

 _Rainbow froze. Almost literally, as the moisture in her cloud turned to ice against her spine. "A- a race?"_

" _Yeah." Hoops pointed east. "One lap around the school track. You up for it?"_

 _Rainbow looked over at the track, an obstacle course of clouds hanging between a pair of grandstands. The stands were already full of foals, some looking in their direction. She wilted. "You know what, I just remembered... I was supposed to- er- water the trash!" She shook her head. "Take out the garden. Garden the trash!" Rainbow mentally face-hoofed. "I gotta go!"_

 _She shot upwards, most her cloud dissolving into tiny puffs in her wake. "Ha!" Hoops jeered after her. "I knew you wouldn't do it. You're just a chicken, Rainbow_ Crash!"

 _Several other foals heard and laughed. They began to chant. "Rainbow Crash, Rainbow Crash!"_

 _She screeched to a halt in midair. She hated that name. Oh, how she hated it. Rainbow slowly lowered herself down until she was eye-level with the colt. The chanting of the others bored into her ears. She opened her mouth, about to tell them exactly where they could go._

 _When quite suddenly, a light blared down on them. It was like a second sun had appeared in the sky. A shape appeared in the light- the vague form of a pony with both wings_ and _a horn. The princess shouted, "Enough!"_

 _The foals' chanting dissolved into terrified whimpers as they cowered in the clouds. Even Hoops stepped back, his ears flat._

 _Rainbow stayed where she was, but she couldn't deny she was intimidated by the other pony. Princess Mi Amore Cadenza was_ legend _. She was a head taller than the students, and her_ wings _\- it was like looking at a_ goddess _._

 _Cadenza descended to stand on the same cloud as Hoops and Rainbow. She walked up to them. At that point, Rainbow realized it would probably be in her best interests to bow. She did._

 _The princess smiled. "Rise," she said. "You have nothing to fear."_

 _Rainbow looked up._

" _That mark on your flank- it's not some trophy, or an empty promise. You, Rainbow Dash, have a gift. I've seen you fly," Cadenza admitted. For a moment, Rainbow felt creeped out. Then she felt honored. The princess had been watching her! The princess had noticed_ her! _Cadenza continued, "You're the best flier I've ever seen. You can show them- you can show them_ all _. Their words should mean nothing to you. Do you understand?"_

 _Rainbow gawked at the bigger pony, struggling to speak. "I- I think so," she whispered._

" _Then prove it." With a flap of her wings, Cadenza soared over the foals' heads to the cloud stands. She settled into the top row._

" _I uh-" Hoops was having just as much difficulty forming words. "I suppose we should race, then." He didn't sound so enthusiastic anymore._

 _Rainbow, on the other hoof, felt a surge of energy that spread from her chest. "Yeah, let's go! Unless you're afraid of embarrassing yourself in front of the princess?"_

" _Oh, it's on!" Hoops flapped over to the starting line, snorting angrily. Rainbow set down on his left, tense._

 _Slowly, the students who hadn't already found places in the stands to sit. A few passed bits around, bets placed. A dark-furred colt named Thunderlane brought out a checkered flag. "On your marks!" he shouted._

 _The stands grew quiet. Rainbow forced herself to breathe._

" _Get set!"_

 _She flapped her wings once, spreading her feathers out._

" _GO!"_

 _Thunderlane waved the flag and the race was on and in an instant they were both far down the track, slipstreams tearing wisps away from the track itself. Hoops' reaction time was a bit better; he took off faster, and was now using his considerable bulk to block Rainbow from passing. She growled, fighting to keep steady in the wind. She moved sideways and backed off slightly. The turbulence lessened._

 _Hoops glanced back and saw that she'd fallen behind; he sneered. Rainbow saw his expression. It made her angry._

 _Ahead in the track was a tight turn- a complete one-eighty that was designed to make the students wipe out. As most of them inevitably did._

 _Not this time._

 _Rainbow swung to the other side of the track, saving her energy. Any second..._

 _Hoops slowed and swung out towards the wall, taking the turn easy. Exactly what she was hoping for._

 _Rainbow shot ahead, pouring on speed, angling her body to the point she was almost flying sideways, taking the turn as close to the inner wall as she could. She felt a drag on her belly- the remains of Hoops' slipstream. It pulled her out just enough to keep her head from plowing into the construction-grade clouds, and she took the lead._

 _Adrenaline shot through her as she leveled out. She'd done it. She'd taken the lead! Rainbow grinned. She hadn't flown all-out in a while. She was overdue._

 _Rainbow pushed her wings-_

 _And Hoops smashed into her from behind. The light smack to her wing was all it took; Rainbow spiraled sideways into the clouds._ Ouch, _she winced. She looked up. There wasn't much track left; this was the second-to-last straight._

 _Hoops wasn't taking advantage of her accident though. He was too busy laughing. "Nice one, Rainbow_ Crash!" _he called out. Hoops' wings buzzed, and he took off, even as a number of the spectators began to chant._

 _Embarrassment burned her cheeks. She'd lost. And she was humiliated._ Again. _For a moment, she wanted to sink into the clouds and give up._

 _But... there was something... a tiny flame. Something that wasn't doused in cold teasing or tears. Inside her._

You're the best flier I've ever seen.

 _Rainbow blinked. She looked up to the stand, where Cadenza was still watching. The alicorn was looking right at her. She raised an eyebrow._

You have a gift- you can show them all.

 _The words echoed back to her. The flame grew._

Their words-

" _-Mean nothing to me!" Rainbow spat._

 _Between Cadenza's words and her anger at the chanting, the fire spread from her chest. It filled her from tail to wingtips. It was blazing hot, and she liked it._

 _Rainbow pushed off, moving her wings different. It was instinct- forward, up, down, back, repeat; an infinite loop in Infinity's form. Upstroke, downstroke, didn't matter. Rainbow accelerated down the track. Out the corner of her eye, she saw the faintest wisps of color, like the northern lights._

 _Rainbow barreled around the last turn without even flinching. She put her hooves out, still moving faster. The air parted. Clouds shook themselves apart in her wake. Hoops looked back, and his jaw dropped open. He forgot to flap._

" _What the-" his voice was distorted by their speeds._

 _Rainbow just smiled. "Like I said!_ Faster _than_ that!"

 _At the last second, she overtook him and passed the finish line. There was a loud noise, and Rainbow was thrown forward, faster than she or any other pony had ever moved. The lights at the edge of her vision intensified, turning everything into a vibrant spectrum._

 _It was some time before Rainbow stopped. She wasn't sure how long it had been, actually. She was back at the flight school. If she didn't know better, she'd swear she'd circled the whole planet. Hanging in the sky was an arc of color, her namesake. Like a sign._

 _Rainbow collapsed onto a cloud. She'd won. Against every odd. Now... now it was time for a nap._

" _Impressive."_

 _Rainbow's eyes snapped open. She recognized the voice._

 _Princess Cadenza floated down out of the sky. She settled on the cloud without fanfare, without the blazing light. In spite of everything, she looked... like a normal pony._

" _Your Highness?"_

" _Cadence will do," she smiled. "And you, my little pony, did well."_

" _I- yeah, I guess I did."_

 _The princess laughed. "Suddenly confident? I suppose," she mused, "You have good reason to be." Her eyes wandered to the curtain of hues overhead._

 _Rainbow looked up at the rainbow. "What?" Cadenza fixed her with an accusing stare. "I did that? But- I mean, how..."_

" _A sonic rainboom."_

 _Rainbow swallowed. "But that's... That's impossible."_

" _Apparently not," Cadenza said dryly. "I watched it happen. It's as I said- you have a gift. Though I'll admit, this wasn't what I expected."_

" _Tell me about it."_

 _Cadenza extended a wing toward the smaller filly. "It's unexpected, but not unwelcome. I... have an offer."_

 _Rainbow glanced at the wing and then up at the princess. "What kind of..._ offer?" _she asked hesitantly._

" _I'm building a school," Cadenza declared._

 _All right. That was not what Rainbow was hoping for. Still... "Go on."_

" _My school will be unlike any other. It will be a place of challenges and hardship. But also great reward. And a pony like you could do far worse than coming there. In fact-" Cadenza fixed her gaze on Rainbow's. "I want you by my side. Come with me to Canterlot High, and I can give you whatever your heart desires."_

 _Rainbow instinctively looked up at the stands. She remembered the jeering names. That feeling of... trapped-ness._

 _Cadenza followed her gaze. "I can't promise that no pony will laugh at you," she said. "But I can teach you to rise above them. To be better."_

 _To be better... Better than all the ponies who had scorned her and made her feel small, weak, inadequate..._

 _Rainbow swallowed. "Where do I sign?"_

"You've been a great teacher. And friend," Rainbow said. "Can't I put the stuff I've learned into action? Just once?"

"Against Twilight." Cadenza set down her tea, the liquid now cool. She kept her voice even. "If anypony has laughed at us, at Canterlot High and all we represent, it is her."

Rainbow shrugged. "I admit it'll feel pretty good to thrash her after all of that."

"As if the likes of _you_ could beat her." Cadenza winced at the words, but picked her teacup up and hurled it over her shoulder.

She turned just in time to see Rainbow dodge. The pegasus hardly moved, but her image blurred sideways for a moment. It made Cadenza feel as though the entire room were moving. The air crackled with electricity.

And then the cup smashed into the wall, splattering droplets across the floor. Along with shards of porcelain. Rainbow blurred back into place.

"You were holding back," she complained.

Cadenza's expression never changed, even as she settled back into the chair. "You have my permission to challenge Twilight; though, I doubt you'd listen if I said otherwise."

"Thanks... Cadence." Rainbow trotted past her towards the exit. "Maybe when I beat her, we can celebrate with a cloud-walk or something."

Cadenza waited a moment until her lieutenant was gone. Then she smiled sadly. "I'd like that..."

Spike reappeared in the doorway, having exchanged his apron for a towel and dustpan. "Oh- I'm sorry for the mess," Cadenza apologized.

"Nah, it's alright." He frowned at the porcelain splinters. "But uh- wasn't this one your favorite?"

Cadence chuckled. " _Was_. I suppose another of the set will have to do. Do you mind brewing a fresh pot?"

"Of course not!" Spike dumped the shards into the trash and began mopping up the tea. "As soon as I'm done, I- _braaaaaap!_ "

Spike recoiled as a burst of fire erupted from his mouth. The smoke from the fire curled upward, and condensed into a familiar shape. It fell to the floor with a soft _pfft_. Spike rubbed his throat as he picked up the letter. It had been quite a while since the princess had received dragon mail.

He gulped when he saw the wax symbol holding it shut. "Uh- Cadence?"

She leaned forward. "What is it?"

"You've got a letter." He hesitated briefly. "It's from Queen Midnight."

High inside the Crystal Palace, a dark throne stood like a claw thrust from the very ground. Lounging upon its comfort was the Queen. She thought of the letter she just sent- Cadenza should have received it already. It was short, to the point. As it should be. She came home from a short bit of business and found her guards assaulted, valuable property stolen... Answers were needed. Even from the princess.

 _Especially_ from the princess.

Queen Midnight stretched, her highlighted mane falling luxuriously down her shoulders. Her lighter hued fur flowed as she stood and moved to the throne room's windows. Moonlight reflected off her star cutie mark. She smiled, thinking about Cadenza reading the letter. She mouthed the very words that she'd wrote, imagining her daughter reading them at the same moment.

"What's this I hear about you putting on your wedding dress?"

Twilight yawned. Her conversation with Zecora last night hadn't helped her sleep. She was still seeing griffons, griffons that came down and tore her armor-friend apart. She'd tossed and turned for hours before falling into a fitful slumber that left her even more tired.

At least today was Friday, and she'd have the whole weekend to recover. Derpy had already zipped up to school, but Twilight plodded along from the tram station at a much slower pace. She was almost asleep on her hooves.

 _ **Tsk. That won't do at all.**_

Twilight jumped as a surge of energy rippled through her. "The hay!" She whirled around. "Cell, what-" She faltered. "Did you do that?"

 _ **Yes.**_

"Why?"

 _ **I returned some of the excess energy I've absorbed. You should feel more awake now. And something tells me you'll need the boost.**_

She thought about it. "You're probably right," she admitted. Twilight looked up and paused. _Somepony_ was expecting her. In the school's entryway was a post, with a note tacked on. Her name was written at the top in big, bold letters. Under that, hastily scrawled in familiar scribble, was a challenge.

"Think you're all that, Sparkle?" she read aloud. "I'm on the Buck Ball court all morning. Time to face somepony more _Elite._ " Twilight read it twice, then a third time just to be absolutely sure that's all it said. The note set off several alarms, but nothing that made her think it was anything other than what it was. There was no code, no cipher.

Just the invitation.

Twilight considered not going. There was nothing saying she _had_ to. And she knew the victories she'd had so far would be nothing compared to fighting one of Cadenza's Elite Four. After all, there was a reason they were called 'Elite'.

 _ **Well? What are we waiting for?**_ Cell asked.

"I'm trying to decide if we can beat her," Twilight said truthfully. "And I'm not sure we can. Do _you_ think we can?"

 _ **Of course! Well, maybe,**_ Cell faltered. _**All right, I am not certain. But we'll never know unless we try. And we'll have to fight the Elite Four eventually, since they stand between us and the princess.**_

"That's not encouraging." Twilight mulled over it a bit more. "But you're probably right about that, too. I appreciate the honesty." She turned and trotted towards the Buck Ball court.

Rainbow sweated under the warm lights. Not from any particular emotion; they were just hot. She made a note to harp on maintenance about the bulbs they were using. Spotlights should be _cool_. And with every eye on her, she couldn't afford to look nervous.

Not that she was, of course. With the whole of Canterlot High turned out to watch her _destroy_ Twilight, how could she be? There were even a few town-folk in the crowd. It seemed some ponies had called home and spread the news. Rainbow didn't mind. The more ponies, the more energy in the room, the more energy she felt. Pure thrill pulled her muscles taut.

At least three ponies were not so excited to be there. High up in the V.I.P. box, Shining Armor stood behind Fluttershy and Pinkie Pie and studied the playing court. A pair of poles had been erected at the center line, a ribbon strung between them. Rainbow hovered just in front of it. Shining's expression soured.

"No fun," Pinkie complained. "If I had permission I could pop her like a balloon! Well, I dunno," she backtracked, "Balloons shouldn't really be popped. Popped balloons are no fun either. Pop her like a party cracker?"

"We should trust the princess to always take whatever actions she thinks are best," Fluttershy said. Then, under her breath: "Even if her actions in this case don't make much sense."

Shining grunted. "Best course or not, I don't understand it. Rainbow Dash isn't the smartest, but she's also no slouch on the battlefield. If Cadenza wanted Twilight dead, why give us the order not to engage in the first place?"

"Maybe there's something else going on we don't see?" Fluttershy suggested.

"Maybe." Shining narrowed his eyes. "But she should at least be here to see it for herself."

Pinkamena's mane flattened out briefly. "Mimi had to go take care of some 'family business'." She put the words in air quotes. "She told _me_ that she already knew how the fight would end."

"Really?" Shining looked intrigued. "I wonder what she meant by..." He trailed off as a commotion rose at the edge of the spectators.

Rainbow perked up. "About time!" she called. "I was beginning to think you wouldn't show up."

Twilight hopped over the thickest bunch of ponies and trotted to the center ring. "Oh, you shouldn't have worried about that. There's no _way_ I'd pass up this opportunity. I just... had some stuff to think about."

"Well, you better not spend the whole battle thinking, or this'll be a short fight." Rainbow smirked. "You ready?"

Twilight reached up and slammed her bracelet against her horn. "Solar Magic, Harmonize! Element: Celestia!" Rainbow watched, mildly impressed, as her armor shifted forms in a flash. The Element glowed with power. "Ready," Twilight announced.

"Right." Rainbow inched lower to the ground. "Here's how this is gonna work: you see those clouds?" She pointed to a curved pair of cirrus. Twilight nodded to show that, yes, she was not blind. "Those are the boundaries of a race track. One you and I are gonna race on! Got it?"

Twilight frowned. "I thought this was a fight?"

"Where's the fun in that?" Rainbow scoffed. "Don't worry, we can still attack each other. But what I really wanna see is who's faster!"

The alicorn muttered something that did not sound complementary. "What was that?" Rainbow frowned.

"Nothing!" Twilight said. "Let's just race."

"Exactly." But the frown never left her face. Twilight was still making fun of her. Of the school. Rainbow seethed as she took her spot on the other side of the starting-slash-finishing line. "Tell you what," she decided, "Lightning Dust gave you a ten second lead. I'll be even _more_ sporting. Fifteen seconds!"

Twilight looked at her sideways, then murmured into her dress. Rainbow felt bile rising up, but forced it down. Maybe once Twilight ate her dust, she'd have a bit more respect.

Pinkie Pie ducked below the edge of the V.I.P. box and jumped out from behind the left pole, startling Rainbow. Even after so many years... She doubted she'd ever get used to Pinkie.

The party pony pulled a microphone from her mane and tapped it; the feedback made the crowd shut up. "Gooooooood morning everypony! We've got a wonderful day planned for you, starting with our two racers, Rainbow Dash and _Twilight!_ "

Was it Rainbow's imagination, or was the cheering slightly louder for the latter? No, no, it couldn't have been. But if it were true- the mere thought was fuel for her fire.

Pinkie pulled a map of the course literally out of nowhere and explained to the audience, "They'll make one lap around the track, which'll lead them around the school, through the town, and back. The only rule is that they have to stay inside the track. Otherwise," she grinned rather sadistically, "Anything goes." The crowd clapped appreciatively. Pinkie tossed the map aside and raised a checkered flag. "Is everypony ready?"

"Ready," Twilight affirmed.

"Ready," Rainbow smirked.

"READY!" the crowd shouted.

"Then on your marks, get set-" Pinkie paused dramatically. They leaned forward...

"GO!"

Pinkie smashed her flagpole into a gong, and Twilight took off.

After a moment, she looked back, seemingly surprised that Rainbow was keeping her word. "Eleven," Rainbow called to her. "Ten, nine, eight..." Twilight turned back around and pushed her wings harder.

Rainbow kept counting. But at the same time, she studied the way Twilight's wings moved. The alicorn was fast, but her technique was beyond sloppy. This was going to be _so_ easy.

"-Three, two, one!" Rainbow finished her countdown. "Let's go; Three-stone Mage Armor!" she shouted, "Storm Regalia!"

The sheets of metal surrounding Rainbow's body exploded outward, sheathing her in magic. The air sizzled with energy before an enormous _CRACK_ of thunder rolled outward. Twilight tumbled in the shockwave, even as Rainbow's armor began to reform, taking on a new appearance. Bigger. Stronger. _Powerful_. Her armor was styled similar to that of the ancient pegasi, but half as large again; Rainbow was covered from head to hoof in metal. Razor edged blades made up her wings. Her hooves were like anvils. Her helm was crafted from jagged slices of metal like lighting bolts. In spite of its bulk, the armor was designed for one thing and one thing alone: speed.

Rainbow quivered inside her armor, the feeling of... well, she wasn't sure what, but it felt _amazing_. She pushed off, wings looping in infinity just as they had so many years before, only now made from metal and much, much bigger. It seemed like no time before she was catching up to Twilight.

The alicorn simply gaped at her and her armor. "You might wanna increase your Angle of Attack," Rainbow suggested. Her voice echoed mechanically. "'Course, that still wouldn't be enough..."

"What-"

That was all she had time for before Rainbow surged ahead. She rounded the next corner, circling the rear towers, swooping and soaring like she hadn't in far too long. Smiling to herself, Rainbow lowered her rear hooves ever so slightly; a thick bank of fog spread outward where they dragged the air.

" _Accelero Expony Duplexus!"_ Rainbow heard the shout and her smile became somewhat strained. More magic tricks. Twilight burst through the fog bank a second later and pulled alongside her. "One of these days I'm going to remember that binding spell, and then you'll all be in _big_ trouble." the alicorn grumbled

"Well until then," Rainbow called across the wind, "See ya'!" She pushed her wings harder, ready to show off for real.

"Oh no you don't!" Twilight lunged forward with her sword. Rainbow blocked the strike with a sweep of her wing. Her metal feathers locked against the blade, and she was forced to hover on only one. Twilight kept pushing forward though, strong-arming them into an awkward shuffle down the track.

Rainbow twisted, sweeping her wing down and dislodging the blade. Twilight tried to compensate and ended up doing a full flip; the crowd laughed. When she righted herself, Twilight immediately struck again. Her sword stabbed deep into Rainbow-

Or not.

Rainbow smiled. It was an after-image, an illusion. A speed mirage. And Twilight fell for it. She swiftly flew a circle around the alicorn, creating a full crowd of herself. "They're expecting a show," she said, voice coming from each image. "I say we give 'em one."

Rainbow jumped away from the mirages and slid her wing across Twilight's back. A deep gash opened up in her armor; Twilight faltered, but it began to close up almost immediately. Rainbow tried again, but the alicorn was ready this time, and parried. Rainbow scowled; this was more of a challenge than she'd been expecting.

The other ponies of the Elite Four leaned out of their seats, struggling to see the action. Twilight and Rainbow darted down the track. In some places they slowed considerably, and the heavy clashing of metal on metal reached ponies' ears.

"She's getting frustrated," Fluttershy observed.

Shining grunted. "Which one?"

"Both, actually."

"Well, they're not alone." He frowned deeper than ever. "It's not like Rainbow Dash to struggle this much. Nothing should be able to stand up to the full power of her three-stone mage armor. She-"

He was cut off by Pinkamena's giggling. "Oh, this isn't Rainbow's full power silly! But something tells me we'll be seeing that soon..." Her mane frizzed, and Pinkie glanced over the next few paragraphs, just to be sure.

"Oh no!" Fluttershy pointed, and they all turned to see Rainbow be knocked back by Twilight. The pegasus fumbled with her wings, barely avoiding the next sword strike. The crowd roared for blood; whose, they didn't care.

Rainbow righted herself and glared at Twilight. The alicorn glanced at her, then ahead- and shot down the track, taking the lead. "Oh no you don't!" Rainbow roared. She pushed forward and came up alongside Twilight. With every beat of her wings, she slashed at the other mare. They didn't bother with strength this time; it was parry, block, dodge, slice, repeat, a dangerous dance of metal and crystal that left the air scintillating.

And swiftly enough, Rainbow found herself losing ground. Twilight was just plain better with that sword. That made her angry. They were above the city now; Rainbow brought her wings together on the next flap, unleashing a gust of wind that nearly blew Twilight into the anti-flight net. _Wind,_ she thought. Rainbow smiled. "Not bad! But I've still got more than a few tricks in my playbook!"

She held out her hooves like she was waiting for a hug, and Twilight paused, seemingly confused. Then the air began to ripple. Vapor trails poured from Rainbow's hooves; thick, dark tendrils of _storm_. A cloud formed. And another. And another. In moments they were surrounded by towering cumulonimbi, a veritable wall of water and death. Lightning flashed inside the clouds. Cold wind raked through their fur. Slowly, then faster, the storm began to spin.

Rainbow's eyes strained from the high-attitude glare she sent at Twilight. "All pegasi have a little control over the weather. But with my mage armor, I'm at least a hundred and twenty percent more _awesome!_ "

She punched outward at Twilight, and a funnel of wind erupted from the cloud bank. Twilight dodged the sideways tornado, only to almost get caught in another. Rainbow wove a net of wind across the eye of her storm. Her hooves twisted the air into macrame, even as she moved the whole storm across the sky. In her mind, she saw the layout of the course, and followed it, bringing them ever closer to the school, even as she kept Twilight trapped and confused.

"Eeh- _nough!_ " Twilight roared. Rainbow saw flames explode on the other side of the eye; Twilight, mane and tail replaced by fire, fur ashen white under her armor, shredded the cyclones and came right for her.

Quickly, Rainbow reached into the cloud. Her hoof grabbed hold of something that jumped and shook like a serpent, and she withdrew- and hurled the lightning bolt at Twilight. The alicorn instinctively flinched, losing the fiery appearance, and raised her sword to block the bolt. "Can I go a week without somepony hitting me with lightning?" she complained.

"No!" Rainbow growled. She plucked another bolt from the storm and chucked it like a javelin. This time, Twilight was ready; she caught the electricity on the tip of her blade and spun, hurling it back at Rainbow. She took it full in the chest, and laughed at the slight tingling. Her wings didn't even shake. "Energizing!" she said. "Now see how you handle _this!_ " Rainbow lashed out again, and the largest tornado yet slammed into Twilight. She was pinned between the funnel and the wall of the storm. The alicorn struggled for a moment, but it was in vain; she was sucked into the tornado.

Rainbow smirked, and allowed the storm to mostly dissolve. Through the clearing sky, she saw the finish line was only one straight path ahead. Behind her, Twilight spun in the twister, which itself spun between the two remaining clouds. It was dizzying just to look at. Rainbow swooped down towards the buckball court, confident in her victory.

"When are you gonna learn-" Rainbow couldn't help but glance back when Twilight shouted- "Not to turn your back on me!" In the winds, Twilight snapped her wings closed and shot out of the tornado, catapulted forward at impossible speed.

Barely a foot from the finish line, Twilight overtook Rainbow and sliced through the ribbon.

"NO!" Rainbow howled. Twilight skidded to a stop just past center field. The crowd cheered- for her. Not for Rainbow. The pegasus hovered, stunned.

Her eyes narrowed. No way was she letting this happen. Rainbow flapped her wings once, and shot down. She _slammed_ into Twilight, and there was a sickening crunch from the bottom of the trench they just plowed.

"Oooh!" the ponies winced.

Rainbow stood, snarling, and pulled Twilight up by her neck. The sword clattered to the ground. Judging by the way her hind legs flopped uselessly, her spine was snapped. _Good._

Twilight still struggled, pushing with her fore-hooves. "Well, hurry up!" she spat, which seemed an odd thing to say. "We haven't got a minute."

Rainbow drew a hissing, laughing breath. "We've got all day. And I plan to use it."

"For what? The race is over. _You lose_ ," Twilight ground out through her teeth.

"Anything goes," Rainbow reminded her. "And I never said I was a graceful loser!"

She reared back and shoved Twilight into the ground with a jaw-rattling _Thump!_ The alicorn coughed up blood, and Rainbow smeared her face in it. "Taste defeat," she taunted. Then she twisted, and tossed Twilight across the court. Rainbow flew over in a blur and caught her chew toy before she hit the ground. She held Twilight up in one hoof. "Yo!" Rainbow called out, "Students! See this mare?" The ponies stood stone-still, caught between wanting to obey and wanting to run away. "She isn't some _hero_ here to save you. Got it? And even if she were-" Rainbow pulled back her other hoof. "Heroes _di-_ "

"Leave her alone!"

A small, gray unicorn charged out of the crowd, armed with nothing but a plank. Rainbow was too surprised to do much more than watch as the filly began beating her with the piece of wood. She couldn't even feel it. Were ponies really so dumb that they thought they could stop her like that?

After a moment Rainbow simply flicked the board away. She dropped Twilight and slowly advanced towards the filly. She savored the fear she saw in the other ponies' eyes.

Her diminutive opponent gave an apologetic grin and backed away. "Can't blame a filly for trying, right?"

"Actually? I can." Rainbow raised her hoof, about to call down the wrath of the heavens on her.

"NO!"

Twilight's shout rang out loud and clear. An instant later, Rainbow felt something wrap around her hoof, yanking it backwards. She spun in the air and saw Twilight, still on the ground, one foreleg raised, with a chain trailing from her hoof. The chain led up to Rainbow's hoof.

Twilight looked almost as surprised as everypony else. She looked down at her armor. "Did you do that?"

The armor didn't say anything, of course, but Rainbow thought she saw the chest plate shift. Like an eye narrowing. Twilight's expression grew more and more gleeful. In spite of what _should_ have been a broken back, she stood up. "Fine," Rainbow decided, "I'll kill you first!"

Before she could move, Twilight lashed out with her other hoof. More chains sprouted from the greaves; Rainbow tried to fly away, but the one around her hoof held her tight. She dodged right, then left. The shackles changed direction, following her. They wrapped around her like the tentacles of some ancient sea monster. One passed through her mouth like a bit, another latched onto her wing, and the third her hind leg.

Rainbow thrashed against the chains. She lost the race; there was no way she was going to lose the fight, too. She flapped her wings and summoned the wind. She almost dragged Twilight into the air.

But the alicorn was stronger. Twilight planted her hooves in the dirt and yanked the chains. With a snarl, Rainbow smashed into the dirt. Twilight let go of the restraints. They wrapped tighter, forcing Rainbow's wings to her sides, hobbling her hindquarters.

"Go Twilight!" she heard the filly yell.

"Go home, Dinky!" Twilight replied. She looked down at Rainbow with something almost like pity. "As for you..." Twilight picked her sword out of the dirt.

Rainbow spat out the chain and pushed herself up. "No pony's fast enough to-"

"Bearer's Blade! Friendship is Magic!" Magic flared around Twilight's sword, and it doubled in size.

Rainbow's ears drooped. "Oh, horse app-"

" _Kesshi Soshitsu!_ " Twilight lunged, her sword aimed straight at the gems on Rainbow's chest. Rainbow instinctively tried to flap her wings to dodge; instead, the blade hit metal and jewel. A moment passed. Rainbow dared hope that Twilight somehow hadn't done what she just did.

And then her armor exploded into dust. Rainbow dropped to the dirt. She felt the rush of power leaving her.

Inside the council box, Pinkamena's mane flattened completely. "Oooh. Guess I should've read a little further."

"I guess we know why the princess said she didn't need to be here." The other two turned to glare at Fluttershy. The pegasus turned crimson and sank into her seat.

Rainbow looked down at her bare hooves, then staggered upright. "No," she said. "No no no no no _NO!_ Armor or no armor, I'm still the fastest mare around. I'll kick your plot from here to next Tuesday! I- _ack!_ " Her rant was prematurely ended by a glowing ring around her throat. The magical manacle raised her up, then hurled her into the wall.

Shining Armor jumped from the box to center field. He took a step towards her, still maintaining the ring. "That's enough!" he spat. "Rainbow Dash, you lost. _Twice,_ " he emphasized. "You've been stripped of your rank, your armor, your dignity. Do everypony a favor. Get off this court before you embarrass yourself- and our princess- any more." He released her.

She stared at him as she rubbed her throat. Did he just- yeah, he did. Rainbow swallowed hard. "I- I..." She glanced through the crowd, but didn't see a friendly face. Up in the box, Fluttershy and Pinkamena sent off waves of bitterness and disappointment. And behind Shining, Twilight stared at her, arrogant, almost daring her to do something. "I... concede."

Rainbow turned and walked away She forced her head high, one hoof in front of the other. She wouldn't give any of them the satisfaction of seeing her break down. More. She ignored the celebration behind her, the no-stones swarming the court, lifting Twilight over their heads. The mutters of the one-stones and two-stones. As much as it burned, she forced it down.

A black and white figure watched Rainbow leave, then slipped quietly into the shadows. "Rainbow's strength became her weakness," she muttered. "A fine line; one which could cause Twilight much distress." Zecora forced herself to breathe. She couldn't help Twilight by worrying. And the race had actually gone better than she expected. Perhaps she could put a bit more faith in her alicorn friend.

Perhaps.

Twilight was glad the week was over. So much had been happening, so many battles won and lost, plus keeping up with her schoolwork... It was stressful. This was just the thing to help her relax.

Wash day.

Twilight hummed to herself as she stepped into her and Derpy's room. Cell was right where she'd left her, asleep on the coat rack. Twilight laid out her crystal dress on the bed. She could sense the various enchantments on the fabric, allowing it to change shape and substance with ease, and to never get smelly or dirty no matter how long she wore it. But the actual crystals had no such spells on them. They were dusty, grimy, and in need of a good polish.

Twilight retrieved the proper supplies from the kitchen, then returned to her room. She tapped her horn to the ring, sending out a magical wake up call.

 _ **Twilight?**_ Cell spasmed awake. _**What is it? What's wrong?**_

"Nothing's wrong," Twilight giggled. "You just need cleaning."

 _ **WHAT!**_ The armor's panicked shout may have burst a blood vessel or two. _**No, no no no no. Cleaning, it's not meant for me. I- I'm allergic.**_

Twilight rolled her eyes. "Really," she deadpanned. That amethyst eye stared back at her. "Well that's too bad. I thought you might like to get rid of that stain Berry Punch put on your back, but whatever."

 _ **Stain?**_ Cell hesitated. _**All right,**_ she said finally. _**But just that one spot!**_

Twilight smiled. She picked up the outfit in her magic and placed it on the table, face-down. Cell raised her front up enough to see straight ahead. She seemed far too nervous for something so powerful. Twilight wet a small cloth and squinted at the crystalline fabric.

 _ **Please be gentle.**_

Twilight stuck her tongue between her teeth and wiped a small section near the shoulders. Cell shuddered. _**Gentle, gentle, I- ooh.**_ She fell silent for a moment. Then- _**Do that again.**_

Twilight frowned and ran the cloth over that spot. _**Ooooh,**_ Cell moaned.

"Are you- okay?"

 _ **Better than okay, that feels...**_ **sublime.**

Twilight hesitated. This seemed like it could get weird. "Should I... should I keep going?"

 _ **YES!**_

She was startled for a moment, but then Twilight began scouring her armor clean in earnest. As she scrubbed, she thought about the rather... _interesting_ morning she'd had. Cell had been right to encourage her. They'd beaten Rainbow Dash! In a _race_. It'd probably been years since anypony could say that.

But the rest of the day hadn't exactly been easy. Derpy was so happy, she wouldn't shut up; Twilight had lost her temper a bit in the afternoon and shouted at her. Most of her teachers seemed wary of her now, and she hadn't gotten a chance to talk to Zecora. All of the other students were terrified of her. And the Elite Four- well, three, now- kept appearing in the corners of her eyes, shadowing her in the halls.

Thankfully, she now had the entire weekend to relax. Maybe by Monday the heat would be off.

Cell rolled onto her back, and Twilight continued the cleaning. A look of pure bliss shone in that amethyst eye. Soon enough Twilight was stepping away with a cloth that was now black as coal. She placed that cloth, somewhat sheepishly, onto the already growing pile of laundry. A family of five- six for now- accumulated a lot of soiled linen. She briefly wondered how the increased rate from her arrival compared to before. Then she turned back to her outfit and looked it over.

Cell was dazzling. Brighter than even the first time Twilight had worn her. The alicorn could not see a single flaw or blemish.

 _ **Is it over?**_ Cell asked.

"Yep." Twilight levitated the outfit back onto a hanger.

 _ **Good. Now I can finally stop pretending to enjoy that.**_

Twilight chuckled. "Sure. Anything I need to know for next time?"

Cell did not speak right away. _**Mmm,I suppose you could get under my lapels. And my hemline drags sometimes.**_

Twilight gathered up her cleaning supplies. For a minute it was silent in the room. Twilight let her mind wander again, back to what happened earlier. "Those chains would've been useful days ago," she blurted. Immediately she realized what she said. Twilight shoved her hoof into her mouth. "I just mean- I didn't know you had that ability."

 _ **Neither did I,**_ Cell admitted. _**There's undoubtedly a great many things I can do, that I am not aware I can do.**_

"I can't imagine not knowing where I came from. Who I am."

 _ **But I do know. I came from that castle, created by the original Celestia. And-**_ The armor hesitated- _**And I am your friend.**_

Twilight felt her eyes begin to water. "I- wow. Thank you."

 _ **For?**_

"You do so much for me, like today. There's not much I do in return."

 _ **I may have only woken up a short time ago, but I am certain that's not how friendship works.**_

"Right." Twilight shook her head. "Sorry. I've just... never truly gotten used to the idea that _I'm_ friends with other ponies." She broke off and stared out the window. Thankfully, Cell didn't press. Twilight watched the stars a moment, her eyes passing over a dark spot that slowly drifted towards the school, almost lost among gathering storm clouds.

 _ **About today-**_ Cell hesitated. _**I don't think it's over. At least, not how you think.**_

"You sense something? Like with Cadenza's armor?"

 _ **Nothing so dramatic. It's just... a feeling. Rainbow Dash doesn't seem the type to let things go.**_

Twilight sighed. "She isn't," she agreed.

 _ **Well now. I was kind of hoping you'd tell me I was wrong.**_

"Nope. Honesty is a very important part of friendship."

 _ **Hrumph.**_

"Hey, I know!" Twilight suddenly recalled what she meant to do earlier. "Hold still."

 _ **What are you-**_

Twilight leaned down and touched her horn to Cell's fabric. " _Accelero Duplexus, Nectima!_ " she intoned. Twilight felt an enormous rush of magical energy leaving her horn- fed in turn by a rush of magic into her from Cell. The loop lasted for a solid minute before the spell was complete.

Twilight fell back, gasping for air. "Wow."

 _ **What was that?**_

She shook her head. "That was the speed spell. I knew I'd remember to cast it eventually."

 _ **It only took you a week.**_

"I know. I should've done it the very first day!"

 _ **No, I meant- how can you be sarcastic without understanding it?**_

"Who says I didn't?"

Derpy walked around the corner and saw her sister staring through the crack of Twilight's door. "What are you up to?" she questioned.

Dinky shuddered. "She's talking to her clothes again."

"Really?" Derpy pressed one eye up to the keyhole. "Huh. I guess she is." And then she started to walk away.

"Hang on! This is weird, right? Shouldn't we do something?"

"Like what? Besides, it's not like she's hurting anything."

Dinky stood in the hallway a little while longer, listening to the apparently one-sided conversation. Then she shrugged and trotted after her sister. Why bother?

Cadenza was glad the day was over. The letter had hardly been a surprise, though the timing was unfortunate. She would have enjoyed seeing the day's fight.

She chided herself. Such indulgences went against her goals in the first place. She knew her duty. Her airship settled against the school's landing platform with hardly a bump; Cadenza stepped off.

"You're back!" She smiled as Spike rushed out to greet her. He held an umbrella, which he opened just as the rain began. "Was the Queen upset?"

Cadenza took the umbrella in her magic, which swirled two-tone blue. Dark, light, dark, light. She listened to the water patter off the shield. One of her sabatons splashed in a puddle. Finally, she said, "It was nothing I couldn't handle. I simply explained why I needed the Tantabus, and she relented. She trusts me."

Spike did a double take. "You- you're wearing it," he whimpered, seeming to have just noticed.

"Yes."

"Even after earlier?"

"I have to. Twilight is getting stronger. I have to be ready."

Cadenza paused outside the entrance to the school. Spike danced impatiently, but he could not sense the pathetic figure nearby. "I thought you would be gone, Rainbow Dash."

The pegasus whinnied softly. "No. I can't- _won't_ \- leave. Not while Twilight's still here!" The shadow of the school darkened around her, but Cadence could see the gauze Rainbow wore around her trunk. She had lost, predictably.

"When I said you had changed... I did not mean for the better." Cadenza turned her head away, refusing to look at her disgraced lieutenant. "You traded fear for arrogance. Anger and recklessness. You lack control, Rainbow Dash. I see through you now just as I did then; you never had the strength to win. Not of body-" she tensed, ready to walk away- "Or spirit."

"But I do!" Rainbow snarled. "I've changed, I've learned!"

"I see nothing to make me think so."

"Then _feel._ "

Rainbow grabbed the princess' hoof and shoved it under her bandages. Cadenza felt the world shift; the sky cracked apart, and what was once solid no longer seemed quite so. Her carefully constructed facade slipped. Slowly, she withdrew her hoof as the thunder passed.

"You- you-"

Rainbow's mouth twitched. "I messed up," she admitted. "I have to beat her. I have to- not just for me. For you. For the school."

Cadenza stood silent for a moment. If she refused, if she sent Rainbow away, then the school would be weakened. It would take time to cultivate a new Head of Athletics, time she didn't have. But if she said yes, and Rainbow failed again, it would fall on Cadenza. And then Twilight would be the least of her problems.

She took a deep breath. "Find Rarity. Tomorrow morning- you have to be ready. If you fail again..."

"I won't fail." Rainbow raised her head to stare directly into Cadenza's eyes. Another flash of lightning painted the sky. "I'll die first."

The princess nodded slowly. This was a risk. She knew it. But she also knew she needed her Elite Four. And Rainbow Dash, for better or worse, was one of them.

Saturday. Twilight smiled into the mirror as she brushed her mane. No school, no worrying about dying, and she got to watch the sun rise in the mirror. The outdoor sink and vanity weren't the most comfortable thing. But staying with the Whooves family meant constantly occupied bathrooms, especially in the morning. This was far easier than trying to squeeze between Dinky and Big Mac going opposite directions.

She tugged at the hairs once more and yawned. Maybe she could go back to-

 _Thwip._

Twilight paused. She'd felt the breeze from the thing passing by her head. Her eyes focused on a single strand of long purple hair as it floated down into the basin. A single hair, cut.

Slowly, she turned. In the fence behind her was an arrow. Its shaft still trembled. Twilight swallowed. A few inches in either direction...

Her mouth thoroughly dried out, Twilight stepped closer and examined the projectile. The angle was steep, and the tip had penetrated the wood deep. It had come from some place _very_ high indeed. The seal on the scroll attached left little doubt of the sender. Twilight concentrated, and was pleased to see the paper levitate over to her. Her magic was getting stronger. She opened the scroll and started reading.

The note wasn't long; it was even more to the point than yesterday's. But that was what was worrying. Finally, after the third read-through, Twilight set the letter on the ground. She sat in front of it.

If she refused, she'd look weak. Never mind yesterday; the ponies here would judge her on what she did in the _now_. She couldn't lose her edge.

On the other hoof, if she went it meant giving up her day off. There'd be nothing stopping ponies from challenging her next Saturday and every Saturday after that. And that would be terrible.

Refuse, look weak. Accept, lose control.

Twilight sighed. Why could life never be easy?

The sky was still gray. Heavy, fat clouds loomed over Canterlot High. They threatened to flood the streets later.

Twilight didn't care.

Her focus was on the cerulean-furred pegasus mare waiting in the center of the school courtyard.

She stepped forward nervously. It was strange; there was no crowd, not a single other pony in sight. Stranger still, Rainbow was standing in the center. Not hovering. Barely moving.

In fact, everything was still. The banners hung limp. The air was like breathing a sponge.

Twilight took another step forward, into the yard. Instantly, light shined from the towers; she looked up and saw the silhouette of Princess Cadenza. And maybe a couple others, behind her. Twilight swallowed. Trying for bravado, she called up, "Who'd have thought you believed in second chances? Guess you're more merciful than I thought." It would have been more impressive if her voice hadn't cracked.

Cadenza's face stayed neutral. "Perhaps you should wait until after the fight, and then tell me how merciful I am." Her words were soft, quiet. But they echoed over the dead air.

Everything was still.

Everything was quiet.

Nothing moved.

And then Rainbow spoke. "I'm gonna show you what happens," she breathed, "When you force a mare to change."

The stones on her chest exploded with light. Magical energy coursed over metal; electricity speared down from the sky, turning the wet air into a curtain of power. Twilight's ears began to ache. For a moment, Rainbow Dash was a shadow in the center of the lightning bolt. And then she stepped forward.

Her armor was the same, but different. Slimmer, sleeker. It looked lighter and more streamlined, but stronger too. Smooth lines flowed from muzzle to tail tip. It somehow looked even bigger. It was a coil of energy, waiting to jump. "Three-stone mage armor, Storm Regalia- Mark Two!" Rainbow shouted.

Twilight took an instinctive step backwards. "W-we can do this. Right, Cell?"

Her own armor was silent far longer than she would've liked. _**I- yes, of course. But something about this doesn't seem right.**_

"Then we better get this over with, quick." She drew her sword. "Ready?"

 _ **Ready.**_

Twilight slammed her bracelet into her horn. "Solar Magic, Harmonize! Element: Celestia!" Twilight thrust her gauntlet outward, and chains shot from her hoof. They wrapped around Rainbow's trunk, tight. Twilight frowned; it was almost like Rainbow hadn't even thought about dodging. Like she didn't care. "You're grounded," Twilight declared, though she didn't sound particularly convincing, even to herself. "And the advantage is mine!" Just to demonstrate, she took off, hovering a few feet in the air. Rainbow didn't respond.

Twilight set her jaw. Fine. She dived at Rainbow, intent on slicing the armor to shreds. She got closer. Closer.

Inches away, the world shifted.

Twilight blinked and Rainbow was gone. Her sword stabbed emptiness. And then the chains, still attached to her forelegs, seized, and she was yanked across the courtyard. Twilight plowed into the dirt, gouging out another trench. "Ouch!" she hissed. "Wha...?" She looked at the chains, following them back to Rainbow. The pegasus stood exactly where Twilight had just moments ago.

Twilight swallowed. Slowly, stubbornly, she pushed herself up.

 _ **Twilight,**_ Cell said, voice tight with worry. _**Look.**_

The chains loosened ever so slightly. Just enough that Twilight could see through to the armor. "Wha-" she said again. She peered closer. Something about- "What's wrong with her wings?"

Rainbow's wings were... wrong. They weren't free; they were covered by the armor, sculpted on. And the forms on her side were missing feathers. It looked like there was a surgical scar at the knuckle. "By the sisters," Twilight whispered. "What have you done?"

Rainbow smirked.

 _The Crafts Room was mostly dark; only one pony still hard at work. Rarity looked up from the latest two-stone armor she'd been crafting. She swore she'd heard something- some_ one _. "Who's there?" she called._

 _After a moment, a familiar voice answered. "Hey, Rare." Rainbow Dash stepped out of the shadow of the catwalk. "I need a favor."_

 _Rarity frowned. Favors didn't come cheap around Canterlot High. Rainbow was offering quite a bit, and she knew it. "What can I do for you, darling?"_

 _The disgraced pegasus took a deep breath. "I need you to pinion my wings," she said._

 _Rarity dropped her tools. "ARE YOU MAD?" she shrieked. "If- if I do that, you'll never fly again!"_

" _I know."_

" _But why-"_

" _Because I messed up! Wings, flying, pegasus magic- I relied on it all too much. I forgot what I'm really about." She kicked the floor. "I need to prove to the Princess that I'm serious."_

 _Rarity pursed her lips. "Perhaps I could find a less permanent soluti-"_

" _NO!" Rainbow roared. She leaned in, her voice dropping to a threatening growl. "There can be no going back; no way for me to cop out. I have to beat Twilight. And this is the only way!"_

Twilight swallowed, and brought her sword up between them. She couldn't imagine giving up even a single part of herself. Not her horn, her wings, anything. They made her unique. What Rainbow had done- it was unthinkable.

Cadenza glared at her past Rainbow's titanic form. "She has sacrificed everything for this chance, Twilight Sparkle," the princess scowled. "She will not repeat her mistakes!"

Shaking now, Twilight took another step backwards. Rainbow's building sized armor loomed above her. The weak light framed them in shadow. The air smelled bitter and cold.

"Engarde."

Rainbow moved; her body blurred until it turned into nothing more than a stream of hues, circling Twilight. Twilight cowered in the center of a whirlwind of color. "What do we do?" she whispered.

 _ **I... I...**_

"Cell, what do we d- _oof!_ "

The colors died as Rainbow ran forward and smashed Twilight into the ground. There was no chance for Twilight to defend herself; even with her speed spell, Rainbow was simply too fast. The pegasus picked her up, and ran.

The air blurred, Twilight blinked, and they were someplace else. With a trill of fear, she recognized Derpy's house. Rainbow dropped her on the street, then reared up. Twilight tried to raise her blade but was too slow- the blow landed on her gut like a ten-ton boulder. She arched forward, and Rainbow hit her again. A left to the face. A right to the chest. A left to the head. And then she picked Twilight up again and ran some more.

Dizzy now, Twilight still struggled. Rainbow sneered and tossed her forward. She flapped her wings lazily, trying to right herself; she was slower falling than Rainbow was running. Twilight made out a dark blue plane beneath her, and realized she was over water. A river, she thought. And then she hit the surface and skipped. The water ripped her wing sideways, and Twilight felt something snap.

"AAAAAAAAAAAAAAAAAAAAAGH!" she howled. It was fire- and then Rainbow slammed into her, and she reversed, back over the river. For a moment, time seemed frozen. They hovered over the water, no wings required.

And then Rainbow surged forward, shattering the air, her namesake trailing behind her even as a wave of light washed over the land. Blazing colors, every hue of the spectrum, covered the world.

Twilight tried to see where they were going, but it was impossible. Through the pain, no matter how much she focused, all she could see was the blur of speed. But she could hear: a high keening wail clawed at her mind, like a thousand angry demons crawling out of Tartarus, each one singing praises of damnation that ripped her thoughts to shreds. The universe screamed in agony as Rainbow's speed broke it's every rule and law.

Twilight lost track of the blows for a moment; they seemed to stop at every building in the city, just so that Rainbow could hit her again, but they were gone before anypony even noticed they were there. She felt her hind leg snap. Then her foreleg. Then her other wing.

Rainbow released her, and Twilight slammed into a wall. She barely felt it. As she slid to the ground, she realized that they were back at the school. Four ponies stood just at the edge of the building's shadow, watching. One stood atop her tower.

Twilight tried to focus on Rainbow. She had to- had to get up. Had to do something... "Cell," she croaked.

 _ **Hurt.**_ Twilight felt the word more than heard it; Cell was just as bad off as her.

Rainbow came to a stop in the center of the courtyard. Even then, she was still moving, her entire body vibrating in place, her eyes, mane and tail practically glowing.

But her armor didn't seem to be doing so well. It was steaming, and seemed to have a crack running through it.

"That's- that shouldn't be-"

Twilight frowned. The voice sounded familiar. Was that... Rarity?

She didn't have time to figure it out. Rainbow ran forward and grabbed her by the hoof; they spun, and Twilight hurtled across the courtyard into the other wall. Before she could even slide down, Rainbow was there, punching her in the stomach. Twilight flew upwards without wings. She dimly heard the _crack!_ of her ribs breaking. Again. At the top of the wall, Rainbow was waiting. She jumped on Twilight and they both crashed to the ground.

"Never again!" Rainbow hissed, pinning Twilight down. "Think you can beat _me?_ " She hit Twilight in the face. Something in her cheek flared with fresh pain, only to be lost in the dull ache that covered her entire body. "Think you can humiliate _me?_ " Another blow; the right side of her face seemed to slide backwards. Rainbow grabbed her by the neck and brought Twilight in close. "You're nothing. I'm faster. I'm better!" she snarled in her face. She tossed Twilight to the dirt.

Twilight was beyond thinking now. Even that hurt. The only thing going through her head was a single concept: _Get away._ But she couldn't move.

Rainbow held up a hoof, and it began to shake even faster. She smirked, then raised it higher. The final blow. Twilight closed her eyes...

It never came.

"What the hay!"

Twilight pried one eye back open. Rainbow stood still- actually still, not even vibrating in place. Her armor was locked up. Steam and magical energy leaked from its joints. "Impossible!" Rarity cried out.

The armor gave another shudder, and Rainbow squawked. "Cut it out! What's happening?"

"Your armor is overheating!" Rarity shoved the other members of the Elite Four into the school. "But that shouldn't be-"

She was cut off by an explosion of sound and light; smoke covered the yard and shrapnel embedded itself in the walls. At its center, Rainbow Dash stood unclothed and stunned. "NO!" she howled.

She began kicking the dirt. "No, no! I was so close! I can't fail now. I have to- where'd Twilight go!" Rainbow whipped her gaze around; she barely caught the flicker of purple as it vanished through the school exit. Rainbow took a quick step forward, but her legs gave out. They weren't used to her new speed. Twilight was gone. Fury strangled her voice, and she gargled incomprehensibly.

"You didn't fail!" Light blared from the main tower when Cadenza spoke.

Rainbow blinked. "I- I didn't?"

The princess shook her head. "Your armor reached its limit, and you exceeded it." Her voice was as kind as Rainbow had ever heard. "Someday yet you may finish your revenge. But for now, look to the horizon, and take pride."

Rainbow looked, and saw the sky blazing with every color imaginable. She recalled that first time, long ago. "Awesome..." she breathed.

Twilight staggered into an alley near Derpy's house. She hoped that Dinky would be out causing mischief again, because this was as far as she could go. She collapsed against the wall.

"That... That was..."

 _ **We barely escaped with our lives.**_

Twilight groaned. "And we were lucky that _that_ happened. Cell, what're we going to do?"

Cell shuddered. _**I'm not sure. We're faster and stronger than we ever have been.**_

"It still wasn't enough. And Cadenza is probably getting stronger, too."

 _ **She let this happen, you realize that? Rainbow Dash could never have donned another mage armor without the princess' consent.**_

Twilight grit her teeth and closed her eyes. "I do know. Just like I know Zecora and Gilda and everypony else wants us to get rid of the princess. I guess now I see why." She sighed. "But if just one of Cadenza's ponies can almost kill us..."

 _ **We'll have to get stronger.**_

"We'll have to fight more, you mean."

 _ **Well- yes.**_

Twilight opened her eyes again and stared up at the school. She could feel the fractures running through her bones, the scrapes and bruises. She could feel them all, slowly healing. "Yeah," she agreed. "We'll fight more. Just like I said we would. We'll fight everypony in the school if we have to, until we're strong enough to go after its leader. Because I'm not leaving," Twilight vowed, "Not until I have my Element of Harmony, and shove Mi Amore Cadenza off her pedestal!"

The gems against her warmed, and Twilight felt the corners of her mouth quirk. She'd do all that. But first...

Rest.

Rarity frowned, watching Rainbow dodge another volley of darts. Her new mage armor held up, just as it had the last several dozen times, and the darts stuck into the wall. A group of pony-shaped targets popped from the floor. Rainbow didn't appear to even move, but in a blink every target was in splinters.

The testing was getting tiresome; they'd been in this workout room for hours. But it was necessary. "The new gems I installed are functioning perfectly," Rarity said. She spoke to two ponies. Rainbow Dash, and Princess Cadenza, who nursed a cup of tea on the side. "The incident in the courtyard shouldn't repeat."

Rainbow merely nodded. She seemed more... subdued.

The princess, however, asked, "Are you sure?"

Rarity scoffed. "Of course I'm sure. It's as I suspected, Darling; I made Rainbow's new armor using the latest order of mana-stones. I _was_ in a rush. Turns out the entire order was flawed. I suspect _somepony_ mixed our gems with a different set by mistake."

"Perhaps." Cadenza clasped her hooves together in front of her muzzle, around the teacup. "Where did this order come from?"

"Hmm?" Rarity had been watching Rainbow, checking for the seeming thousandth time for any visible flaws in the armor. "I believe they came from Ponyville. Yes, that sounds right. They have wonderful gem caves there. I know several jewelers use their less-refined stones."

"I see." Cadenza motioned with her head. "Thank you, Rarity."

Dismissed, the unicorn bowed out of the room. Rainbow Dash watched her go, and came to a halt in front of the princess.

"Did you see me?" she puffed. "All those targets, a tenth of a second. No time flat!"

Cadenza allowed her eyes to twinkle. She turned the entire chair and looked out the window, so that Rainbow couldn't see. And even if Rainbow _did_ see, she could chalk it up to the view. Which was spectacular- Behind the school was the mountain lake that fed the city's waterfalls and hydro-electric power plants. The sun setting behind the secondary peak turned the waters into a phoenix nest. Cadenza sipped her tea. A puff of air cooled her muzzle.

"Your stealth has not improved, Rainbow," she murmured, putting the cup down. She looked up and saw that Rainbow had powered down her armor so they could speak face-to-face.

"I know," the pegasus shrugged. She still seemed to be moving. Her outline was blurred, her voice slightly distorted. "But now I'm practically fast enough to be in two places at once. I'll never be where anypony expects me to be."

"I expect you to be at my side; or does that not count?"

"Eh. I can make an exception."

They laughed. But it was an uneasy chuckle, one that quickly died.

Rainbow scuffed her hoof on the floor. "Listen," she began. "I wanted- I just wanted to say thanks. You gave me a second chance, even when you didn't have to. And I'm not just talking about today," she clarified. "You've always believed in me when nopony else did. So yeah, thank you." She trotted past Cadenza's chair towards the exit.

"Wait." The princess stood, placing her teacup on the nearest bench. "We had an agreement," she smiled.

Rainbow paused, her expression unreadable. "I know, princess. But _these_ -" she spread what was left of her wings- "Aren't where my magic's at anymore. My speed comes from my hooves, and I'll fall if I take one step on a cloud." She started walking again.

Only to have to stop as Cadenza placed a hoof on her shoulder. "Perhaps, then, we could simply take a walk around the grounds. Enjoy taking things slow and easy, while we can."

The pegasus blinked. "I- yeah. Yeah, of course. I'd like that."

Together, they walked to the elevator, the way down to where that mountain lake waited.


	7. Even When You're Wrong, You're Right

Derpy inhaled sharply- there was a smell. A heavenly smell. But not gentle. This was the archangel of smells, a smell that carried a club of cinnamon and chains of gooey caramel, wore armor of sugary breading that only accentuated its body of apple flesh. Ponies flocked to it like moths to a flame. Those that resisted were hit over the head, tied up, and dragged forward.

A sound like an army of choking frogs nearly shook the house off its foundations.

"Out of the way!" Dinky shouted.

"Nee-yope!" Big Macintosh bowled her down, but they didn't stand a chance. Derpy glided past and slammed into the chair.

"Mine!" she declared. The source of the smell, salty, sweet, _sensual_ , was all hers.

"Settle down," Cheerilee shook her head. "There's enough for everypony."

"Though this is kind of fun to watch," Twilight admitted.

Derpy looked back and saw Big Mac and Dinky grappling in the door between the family room and kitchen. He had strength, she had speed, it was hard to tell who would win.

Of course, that was hardly important, Derpy reminded herself. The important stuff was on the table. The table who's legs legs bowed and wobbled from the weight of all the food, though that was nothing new. On top of it was the usual buffet-worth of baked goods and fried fruits. Mountains and valleys, practically a whole landscape of succulent, steaming offerings.

In the time it took Derpy to stop salivating, the wrestling match ended. They both took seats at the table.

Cheerilee dropped into her seat, too, and four ponies said, "Thanks for the food!" at almost the same time. Like they'd rehearsed it, even though they hadn't. Cheerilee just smiled.

"Of course! Now dig in, before it gets cold!"

Derpy plunged her muzzle into Mount Fritter, boring a cave suitable for a decent-sized dragon, then pulled back and chewed with stretched cheeks. She watched the others do much the same through eyes narrowed to slits. Only Twilight bothered using a fork, but that was mostly just an extra tool for her to shove food into her face-hole.

It took a few minutes for the feeding frenzy to calm down. Once it did, though, Cheerilee spoke up. "Twilight?" The alicorn turned her eyes only, still pushing a fritter between her teeth. "Is everything okay?"

"Yeh, 'Curse. Whay?"

Cheerilee frowned. "Well- it's just- I heard an explosion earlier-"

"Oh, tha's jus-" Twilight gagged, and her face started shifting more towards the 'blue' end of the spectrum. Dinky was closest; she gave their friend a hard slap across the back, and a half-chewed chunk of apple slime flew across the room. Twilight sat and coughed for another minute before saying, "Thanks!"

"No prob'em."

"You were saying?"

Twilight gave Cheerilee an apologetic grin. "It was nothing, honest. Just a little mishap. I was _attempting_ to enchant Cell. I thought it would give us something of an advantage when we try to fight the Elite Four again. Turns out, mixing _Potentia Lacerti_ and _Atta Operium_ isn't a good idea."

Now Dinky finally paused in her chewing and swallowed. "I can't believe you're even sticking around after losing a fight to Rainbow Dash. If it were me, I'd've high-tailed it out of here after the first beating."

"Mind you, I saved _you_ from a beating that first time?" Twilight said dryly.

"Don't listen to her," Cheerilee advised, even as she grabbed her daughter by the ear. "We don't fight the Elites in this house, no sirree. And we're very grateful to you, Twilight. Aren't we?"

"Yes, yes, okay!" Dinky nodded and winced, "Just please let go of my ear..." Cheerilee did, and they both settled back into their seats.

Derpy swallowed her own massive bite and chuckled. "Wow, this dinner is so full of energy!" She looked at her dad and asked, "When was the last time we were all so charged up?"

"Uh- yesterday?" Mac shrugged.

She shook her head. "No, no. I mean, bigger than that. For a while, we've all been pretty mopey and dinner wasn't as fun. But now with Twilight around, every meal feels almost like a party!"

" _Hic!_ Did shum-pony say 'party'?" Berry punch stumbled in from the hallway.

"I dunno about that," Twilight shrugged, "But it _is_ nice to eat dinner with a real family again." She tossed a fritter across the table and hit Berry Punch, who didn't seem to mind. In fact, she leaned down and gobbled it up off the floor. Twilight gave a bittersweet smile. "I don't think I've had that chance since I went off to magic school. First my studies, then saving the world. Things just kept getting in the way."

Derpy shuddered, picturing Twilight huddled up in an empty dormitory, nibbling hardtack while poring over ancient spellbooks. "Well not anymore!" she declared. "Now that you're here, you won't have to eat alone ever again!"

"Really?"

"Of course!" Cheerilee smiled. "You'll always be welcome with us."

Big Mac and Dinky just grunted, too preoccupied with their stomachs. Berry Punch was struggling to remove a fritter that had somehow lodged itself in her ear.

"Gee," Twilight rolled her eyes. "Thanks."

Derpy laughed, then shoved another hoof-ful of oats into her mouth. This was the life.

Nighttime had fallen, everypony else was asleep, but not Derpy. Not yet, at least. She yawned. That was enough, she decided, and folded the page of her latest novel. It was another medical thriller by her favorite author, Hobblin Kook. The stallion was a former doctor. He really knew his stuff and the books were real page-turners.

But it was getting late. She had school tomorrow. And it was getting difficult to read just by the light of the stars.

Derpy rolled over and lifted the edge of the mattress just enough to slide the book under. As she did, her hoof touched something else. Something thin, and worn, and papery.

She knew what it was.

She hesitated.

A quick glance around, listening for anypony up and alert. The coast was clear.

She pulled it out.

She could barely make out black words on white pages in the current light, there was no way she could see the details of the old photograph. But she didn't need to. She knew them already.

It was a pegasus couple, young and happy. And proud. Between them they held a tiny baby pony in a swaddling blanket. The baby had her father's coat, like a drizzling sky, and her mother's golden eyes. Tiny feathers bunched up at the edges of her wrappings.

Derpy touched the photo gently, poking at the baby with one hoof. A droplet fell from her nose and hit the fur on her leg. Quickly, she wiped it away, along with the others dripping from her eyes. She shoved the picture back where it belonged.

With a quiet sniff, she rolled over and stared at the ceiling, where shadows twisted in the pale night lights. She forced her eyes closed, as if that could erase the memories.

"Goodnight, Mom and Dad."

Pony la Pony  
Chapter 7: Even When You're Wrong, You're Right

The next day. Early afternoon.

With plenty of leftovers and a cloudless forecast, it was a great day for a picnic lunch. So they'd spread out a blanket in the school's courtyard, against the rules of course, and pulled out their own personal feast. The air was warm, they were eating like pigs, and the school day was already half over. In Derpy's humblest possible opinion, everything was perfect.

"So what was that about, last night?"

Well. Almost perfect.

"Hmm?"

Twilight swallowed another bite of her latest sandwich. "Last night. I was laying in bed, thinking about if Humble Shore's _Ecduras Augetia_ would make a good replacement for _Operium_ \- I mean, it can't be _impossible_ to enchant Cell," she snorted. "Anyway, I was thinking about that and I looked over and I _swear_ I saw you staring at an old picture. And crying."

"Nope!" Derpy quickly swallowed her own bite. "Nope, no picture. No crying from this filly!"

"Really." Twilight raised an eyebrow.

Derpy swallowed again, her throat dry. "Y-yep. You must've been dreaming."

The eyebrow went up higher. "I'd have to have been asleep for that."

"Well, maybe you fell asleep without realizing you fell asleep!" Derpy tried. The air seemed to have gone past warm and more towards too hot. She glanced around the yard.

That didn't keep her from seeing Twilight's eyebrow go even _higher_. It was about to go into orbit. "Derpy..." she said, a cautionary tone to her voice.

Derpy chewed the inside of her cheek. Tell her don't tell her, tell her don't tell her. _She's my best friend._

 _But the pain..._

 _It's not going away._

 _Don't make it worse._

Tell her don't tell her. Tell her don't tell her.

Twilight held out a fritter. A delicious, _juicy_ fritter. "Tell meeee," she mock whispered, waving the pastry around.

Derpy inhaled. "Okay. If you really have to know-"

 _Tang!_

It wasn't even a warning sound, Derpy heard metal hitting metal at the same moment the fritter in Twilight's hoof disappeared. She felt the drag of wind and let her head get whipped sideways, and she saw the treat splatter across the wall. A bronze spike, easily a foot long and an inch wide, speared through the center of it.

 _Great timing!_ She let out that breath.

"The hay?" Twilight gaped.

A deep voice drawled across the yard: "Twiligh' Sparkle!" Both mares yanked their heads back the other way, and Derpy almost gave herself whiplash.

The source of the voice was an earth pony stallion. He had dark blue fur under yellow-orange armor. The armor didn't look like much, just a vest, some belts, and a helmet, but that meant nothing. The belts' pouches were full of the same kind of spikes as the one in the wall. If the over-sized hammer on the stallion's shoulder was any indication, the spikes were giant carpentry nails.

"I'm Hard Hat!" the stallion declared. When this failed to get a response from either of them, he frowned and adjusted his hammer. "As foreman of the Construction Club, I got a bone to pick with yous! You keep messin' up the school, an' we gotta keep fixin' it. So I'm gonna mess _you_ up, an' ain't no pony gonna fix you. Got me?"

"Um... yes?" Twilight ventured. She glanced over at Derpy, who just shrugged.

"He messed with your lunch," the pegasus said. "Kick his butt."

Twilight gave her a slight smile and stood up. "Well, if it's a fight you want..." She slammed her bracelet against her horn. "Solar Magic, Harmonize! Element: Celestia!"

Derpy squeezed her eyes shut against the flash of light and steam as Twilight transformed. Then it was over, and Derpy looked again just in time to see Twilight leap at Hard Hat, her sword held high. Derpy settled in to watch. This was much better than talking about her murdered parents.

Fluttershy's lips turned up in a bemused smile. She glanced at the other Elite Four, watching through the same window as her. None of them looked happy.

The classroom had been empty for the lunch period. Its height and the fact that is looked over the inner courtyard made it the perfect place to spy from. Its seclusion made it the perfect place to hold a meeting they didn't want anypony else to hear.

"I kinda hoped she'd just... give up," Rainbow fumed. Shining Armor and Pinkamena nodded in agreement.

Fluttershy glanced back out the window. Twilight was practically dancing circles around Hard Hat without any visible effort. "I wonder why she didn't?" Fluttershy commented. "Surely it can't be because she survived _two_ fights against the amazing Rainbow Dash? I mean, it isn't like her Element _far_ outclasses every two-stone mage armor we have right now."

Rainbow's glare could've bored through solid steel.

Pinkie just giggled. "Silly. That's exactly how it is! Twilight really is something special, being able to fight a three-stone armor."

"I beat her to a pulp!" Rainbow erupted. "She should be running scared after that fight. But now it seems like she's more confident than ever!"

"Maybe," Shining Armor grunted. "But she's still here and we have to deal with that." His expression soured as he turned away from the window. "And speaking of that fight- what were you thinking?"

"What?"

Shining snorted. " I didn't get a chance to say anything before, because you seemed to be _avoiding_ us all weekend. You almost killed Twilight!"

Rainbow cocked her head. "Yeah? And?"

"We're not _murderers_ , Rainbow Dash!" he snarled.

"What's the big deal? You've come close to killing plenty of ponies before."

"The big deal is that I know my limits and I stay inside them!"

"Well I'm always _pushing_ my limits. It's what makes me so awesome!"

Shining's face was getting redder by the second. "It makes you reckless. If you can't control yourself-"

"I can too control myself!"

"Prove it!"

"Oh, don't tempt me, 'cause I will!"

"I'm shouting, too!"

"Girls!"

Shining stepped forward, practically butting heads with her now. "Are you challenging me to a fight? Because I don't think you want to do that."

Rainbow smirked. "You know what, _Commander?_ I may be reckless, but at least I'm not dic-"

"Every pony _quiet!_ "

They both stopped and stared at Fluttershy. She forced a calming smile, though she was sure it didn't reach her eyes. "We should all just _calm_ down. We're a little... charged up, at the moment."

Rainbow glanced down at her mage armor and tapped it. "Horse apples," she muttered. "Shy's right."

"Sorry," Shining said. He rubbed the back of his neck. "And here I started out lecturing you..."

"Don't sweat it."

Fluttershy nodded. "It happens to all of us. We need to look out for one another. Especially now." She pointed out the window. "Rainbow beat Twilight, came back strong..." The others looked in the direction of Fluttershy's hoof; below, Twilight thrust her sword past Hard Hat's side, and his armor exploded into tiny chunks of metal. "But Twilight's getting stronger, too," Fluttershy finished.

"She'll never be as fast as me," Rainbow pointed out.

"Maybe not. But what good is being able to hit her a thousand times in the blink of an eye if none of those hits even _hurt_ her?"

"That's true," Shining sighed. "Soon Twilight will be unbreakable in her Element. We need to work together, make sure the plan stays intact. We should talk to the princess-"

"Yes!" Pinkie jumped in. "Let's do that right now, before-"

"No," Fluttershy said.

"Drat." Pinkamena slumped, mane flat once more.

The other two turned towards Fluttershy. "What do you mean, 'no'?" Shining asked.

"Just what I said." Fluttershy rolled her eyes. "Firstly, Princess Cadenza isn't even _here_. She's with her mother, and if we other her now..."

"Definitely not a good idea," Pinkamena muttered in the background.

"So we bring it up when the princess gets back," Shining reaffirmed.

"No," Fluttershy repeated. "We need to deal with Twilight ourselves."

She watched Shining's face very carefully, noting the change from annoyed to surprise right back to angry. "You want to go behind Cadenza's back?" he growled.

"I don't want to, but we _need_ to. The princess isn't in her right mind about this."

"And now you're insulting her!" Shining hissed.

"Whoa there, buster." Rainbow shifted over to stand next to Fluttershy. "I love our princess as much as you, but I think Buttershush is right."

"Buttershush?"

Rainbow ignored her and continued, "Think about it. Cadence let me go up against Twilight, and it seems to me like she _knew_ I would lose that first time. Why would she let that happen?"

Shining opened his mouth to retort, but then he closed it. Fluttershy thought she could almost see the parts of his brain working. Finally, he said, "I don't know. But I'm sure she had a reason. She _always_ has a reason."

"Maybe to lure Twilight into a false sense of security?" Pinkie perked up.

"Perhaps that," Shining nodded, though he still looked troubled.

Fluttershy shook her head. "Pinkie, you know her better than that. Better than any of us. Surely _you've_ noticed things are... out of the ordinary?"

Pinkie bit her lip. "I mean... I guess so? I know a lot's been happening lately that doesn't help with the plan... And Mimi is the one that's let those things happen..." She frowned. "And there was that thing last episode, with the Tantabus..." Pinkamena tapped her hoof against the floor, digging out scuff marks.

Fluttershy didn't know what the earth pony was talking about, but it sounded like confirmation. She turned back to Shining Armor and met his gaze with a raised eyebrow.

He huffed. "All right, so the princess' behavior has been slightly more... _erratic_ lately. I'll give you that. But we can't just-"

"Ignore her orders?" Rainbow smirked. "Because you _totally_ haven't been spying on Twilight."

"That's not against orders!" Shining protested. "We're supposed to observe. This is different. It's bordering on treason!"

Fluttershy had listened to this long enough. " _Look_ ," she said, as forcefully as possible. "Twilight is getting stronger. We can't rely on the princess to deal with her. It's up. To. _Us._ So how do we get rid of Twilight? _Without_ killing her," she added.

Rainbow shrugged, then started inspecting her hoof.

Shining scratched his head and looked at the floor.

Pinkamena stared at the ceiling for a moment, then her mane exploded, and she started hopping in a circle. "Ooh, ooh! I think- wait-" she paused in midair. "No," she decided, her hair falling flat as she fell to the floor. "That won't work at all."

All three were silent, looking anywhere except at Fluttershy. "Really," she criticized. "No pony has any ideas?"

"Eh..."

"Well-"

"Nope."

Fluttershy sighed. She turned away from them and _thunk_ ed her forehead against the window glass. "She _isn't_ invincible," Fluttershy muttered. "Not yet."

A minute passed with her just staring out the window, the others muttering behind her. Fluttershy let her eyes wander across the courtyard before settling back on Twilight. The alicorn was eating her lunch, again, like nothing had ever happened. To her, the battle was an inconvenience no worse than a bug. Actually, she didn't even seem annoyed, talking and joking with-

Fluttershy paused her rumination. "Girls?" she called out. "And Commander Armor." They stopped talking and turned to her- she felt their eyes. "I might have an idea. Part of an idea, at least."

"Oh yeah?" Rainbow cocked her head. "What is it?"

"In a bit, Rainbow. First-" Fluttershy tapped the glass, then turned around. "We need to find out everything we can about Derpy Whooves."

 _Brrrraaang!_

Twilight sighed and closed her textbook. _Finally_. The last bell; the day had seemed a heck of a lot longer than usual. Hard Hat was the first but certainly not _last_ pony to attack her, and the afternoon classes had dragged. She looked forward to an evening of relaxation.

Naturally, the speaker hanging in the corner crackled to life. " _Twilight Sparkle, report to the gymnasium,"_ Shining Armor's voice bellowed. " _Repeat, Twilight Sparkle to the gymnasium._ _ **Now**_ _."_

Twilight groaned and glanced over at Derpy, who was just then shoving her books into her bag. "The clubs are really coming out of the woodwork these days," she noted.

"Yes, I know." Twilight pouted. "I suppose it's too much to hope this'll be something good."

"Yep!" Derpy said with a far-too-cheerful smile. "I guarantee it's somepony waiting to challenge you to a fight."

"Great. And I suppose it's _also_ a bad idea for us to just ignore it and leave."

"Yeah, probably." Derpy scratched at her leg. "You did, they'd probably just ponynap me tomorrow."

Twilight sighed again, but this time it was not a happy sigh. She trudged towards the door. "Come on, then. Let's get this over with."

It took only a few minutes to reach the gym, and that was only because they were walking as slowly as possible. Twilight glanced at Derpy once more, then pushed open the double doors.

They opened with a _Creak!_ that better belonged in a haunted house, and just like a haunted house there was only darkness beyond. The two of them stepped inside anyway, and the door shut behind them. Now it was completely black, the only light a faint glow from Cell.

And then the lights snapped on, leaving Twilight blinking in harsh whiteness, blurry colors slowly convalescing into armor-wearing ponies. Her stomach dropped a couple inches per second as she took in the dozens and _dozens_ of students waiting for them. Twilight let out a faint gulp.

"That's a- a lot of club members," she babbled.

Derpy nodded. "I see the Chess Club, the Astronomy Club, the Chemistry Club, the Engineering Club, the Psychology Club..."

The students did their best to look intimidating as she listed them off. Harder for some to do, but they all managed.

"Right," Twilight muttered. "We're just going to back out _very_ slowly..."

One hoof slid backwards, and at that moment, every single pony in the gym leaped forward, metal and jewels glinting with fury.

"ChangeOfPlansYouGo!" Twilight shoved Derpy to the side. She had just enough time to see Derpy slam into the bleachers before they hit, and then she was buried under the pile of bodies.

Derpy cried out as Twilight pushed her, and then she was tumbling across the open bleachers. _Ouch_. Hard wood dug into her spine, but then she righted herself and looked over at the spot where Twilight had been. Now there was just a mountain of armored bodies.

"Solar Magic, Harmonize! Element: Celestia!"

Twilight's transformation exploded that mountain, but the club members didn't seem too bothered. They got back up and charged again, ready to tear the alicorn apart.

Derpy sighed and sat down in the bleachers, content to just let Twilight clobber the dummies. Whoever thought this was a good idea, they'd soon regret it. In the meantime, she was safe and she did have homework to do. Derpy reached into her bag and pulled out her history textbook.

 _Let's see, it was... page 271?_ She turned to the page and was relieved to find a set of questions. "Describe the events prior to 576 PCAL that led to the Great Changeling Extermination," she read out loud. Well that would be easy enough. Now where did she put her pencil...

Derpy was so focused on searching her bag she didn't hear the other pony approaching. She didn't even hear the pony sit down, not until they spoke.

"It truly is amazing how she fights," the mare said.

"Uh huh," Derpy replied absently. She brushed aside some old crumbs and lifted her copy of _Magical Theory_ out of the way.

"She's so smart, but she doesn't seem to think or make any strategy at all!"

"Nope. She just goes for it." Maybe it was in the other pocket?

"It's hard to believe she was able to defeat one of the Elite Four like that."

"Well, she was." Derpy was just about to give up when one of the club-ponies crashed down on top of her bag, and as luck would have it, he had a pencil! _Engineering Club,_ Derpy reminded herself. She snatched up the pencil with her wing and shoved the defeated pony out of the way.

"Hmm. Do you think she can do it again?"

"Oh sure," Derpy smiled, "She's Twilight. She'll beat all of the Elite Four, and Princess Cadenza- too..."

Derpy's voice faded as she took in the bright yellow fur, blue eyes, and elegant platinum armor of the pegasus sitting next to her. Armor with _three_ rose quartz gems across the chest.

"Twilight _is_ very determined," Fluttershy agreed. "I suppose I wouldn't be too surprised if she somehow _did_ manage to defeat us."

A moment of awkward silence rose, punctuated by the _schwing!_ of Twilight's sword and the yells of defeated club-ponies.

"You're not... mad?" Derpy ventured.

Fluttershy shook her head. "Of course not! As her friend, you have every right to be supportive of her."

Derpy let out a breath she hadn't realized she was holding. "Okay. Well, I'm trying to do my homework, like a good student, so..." Pencil to paper was all it would take. Her wing-grip tightened.

"Oh! I'm sorry. I didn't mean to bother you, it's just that, well, I've been doing some reading lately..."

The gymnasium shook, and Derpy glanced at the fight. Twilight was flitting across the ceiling, dodging a laser that Astronomy Club President Moondancer was firing out of a telescope-weapon. More than half the ponies were still up and attacking. Derpy sighed. "What have you been reading about?"

"You, actually."

That gave her a moment's pause. "Me?" Derpy said out loud.

Fluttershy nodded excitedly. "Oh yes! I've been going through old city records. Imagine my surprise when I found so much about you! Well, you and your family."

Derpy stiffened.

"I'm very sorry," Fluttershy apologized. "I wasn't here when it happened, but I know it must've been hard for you and your sister."

Her whole body seemed to squeeze.

"I'll admit," Fluttershy continued, "I don't know anypony else who's been through something so traumatic. Does- does Twilight know?"

The pencil snapped, an ugly crack that seemed far louder than the punching and screaming off to the side.

"No pony knows- knew," Derpy corrected herself. Her hooves trembled against the open textbook.

"I see."

Another long pause. Derpy blinked hard, trying to focus on something in the room. Her homework, the book, the fight- anything but the memories Fluttershy was now dragging up. She ended up looking at a one-stone from the Veterinary Club, wielding a giant... something. It looked like the nightmarish fusion of a shoehorn and a bird talon. She had just enough time to see that before Twilight knocked him aside and sliced apart his armor.

Derpy drew in a rattling breath. "Wh-what do you want?"

"Pardon?"

Her eyes itched. Derpy blinked, feeling the water welling up. "Y-you had a reason for coming over here, right? It wasn't just to make me cry?" _Not crying yet, not crying yet..._

"I'm sorry," Fluttershy apologized again. "No, I never meant for that to happen. I actually wanted to give you something."

"Like what?"

"Like these." Fluttershy held out a hoof. Perched on that hoof was a small metal ring, with a plastic card and another piece of metal hanging off it. The card had a stylized gemstone on the visible side.

"Keys?" Derpy asked.

Fluttershy nodded. "Uh-huh. To your new house." She tossed the keys.

Derpy let them fall onto the bleacher seat. "I have a house, thanks."

Fluttershy paused. "You have a _shack_. I can't believe it's very comfortable in there, not with six ponies all squished together. You should reconsider."

"I've considered."

"Ah." Fluttershy frowned. "But... what about your family?"

Derpy glared at the other pegasus. "You should stop bringing that up," she warned.

"No, your family _now_. Wouldn't it be nice to live in a real house, in a nice neighborhood? I think Big Macintosh and Cheerilee would appreciate not having to struggle to make ends meet. And you wouldn't have to worry about your little guttersnipe anymore."

"Her name is Dinky."

"I know. I read the numerous vandalism reports." Fluttershy shook her head. "Please, let this happen! It was hard to convince the rest of the Council that it was the right thing to do. But I know it is; it isn't fair that after what the Royal Guards did you your family, you and your sister were made into paupers."

Derpy opened her mouth for another sarcastic reply- but she hesitated. Dinky wasn't old enough to remember the way things were back then. She'd been a tiny foal, barely out of diapers. All she had was a vague sense of wrongness that kept her in the streets and out of school.

But Derpy remembered. The smell of her dad's cologne, the softness of their mom's feathers... And most of all, a warmth that came from living in a safe home. Even though that safety turned out false, the feeling was real. And if she could recapture even a faction of that...

Derpy finally looked Fluttershy in the eye. "This is a trick, right? Why are you doing this?"

Fluttershy brushed strands of her mane away from her face. "I suppose I just feel a little guilty. Princess Cadenza basically made us Elites a part of the royal family, and it was the Queen who gave the order. I can't change that, but I can do _this_."

The key glinted, shadows of Twilight's fight reflecting Derpy's own internal battle. "If- if I accept..."

She reached out and turned over the plastic card. "This is a map to the house. It's in the one-stone district-"

"So I'd be a one-stone?" Derpy interrupted.

Fluttershy nodded. "You'll have a few new responsibilities, but I'm certain you can handle them. We can sort all that out tomorrow. For now, once Twilight is finished, you just need to head home." She glanced to the side. "Look at that. I think she's finished."

"Bearer's Blade- Friendship! Is! Magic!"

Derpy hesitated another moment... and then she picked up the key. It felt heavy- the weight of the past, and the future.

Fluttershy smiled brilliantly. "Your family should already be moved in- I didn't think you'd say 'no', in the end. Good luck!"

Derpy watched her soar up and out a window near the gym's ceiling, disappearing into the darkening sky.

Twilight landed on the bleachers a moment later with a _Thump!_ "Was that one of the Elite Four?" she demanded.

"Uh-huh."

"Was she harassing you?"

Derpy shook her head. "It's fine."

"Good," Twilight sighed as she shoved her sword into her bag. "I'm _exhausted_. I don't think I could handle another fight." She paused. "Well I know _you_ can," she said after a moment. "You're all juiced up from the magic you absorbed. But I'm beat."

Derpy realized that Twilight was talking to her armor again and smiled. Sometimes she forgot that Cell was, well, alive. Clothing usually wasn't, so it was an easy mistake.

She decided to ignore the side of the conversation she could hear, in favor of looking at the key. Or rather, the map; it was a relatively small drawing of concentric circles and radiating lines showing the streets of Canterlot. There was a tiny jewel next to one intersection. Couture Lane and... Discordance Road, it looked like.

"-Can try that later. First, I want dinner, and a nap, and then- Derpy?"

She jumped, then looked up to see Twilight's concerned face. "Yes?"

Twilight pointed at the key. "What's that?"

Twilight frowned as she looked around the main room. There was a trap here, she just knew it.

The house was about the size of a vacation cottage, with three bedrooms, two baths, a kitchen, and a living room. Small, as houses went. Maybe _too_ small. Were the walls shrinking? Were they going to be crushed to death? Was _that_ the trap?

 _ **Now you're being a little paranoid,**_ Cell chided.

Twilight sighed, knowing that her dress was right. But she still couldn't trust it. Everything was clean and brightly lit, but that wasn't what she saw. She saw a laser hidden in the home movie projector, explosives sewn into the couch, guillotines hidden above the beds.

This just didn't seem right.

"No way Fluttershy just _gives_ us a house," she said out loud.

Derpy didn't seem to hear, staring open-mouthed at all the shiny things. Which, compared to her family, was restrained.

"We've got a tub _inside_ the house!" Dinky shouted. "And it's got a shower!"

"A working dish-washer!" Cheerilee swooned in the kitchen. "No more late nights!"

Big Mac suddenly neighed triumphantly, then burst out of the bathroom. "The toilet cleans ya by itself!"

Berry Punch was occupied with a complimentary champagne bottle that had been sitting on the counter when they walked in. She belched from the couch before pouring half of it down her throat.

The three not-drunk ponies laughed and danced in a circle before finally collapsing and rolling around deliriously on the carpet. Twilight shook her head. "One thing I've learned here," she warned, "When something seems too good to be true, it usually is. And this house seems _really_ good."

Derpy sighed and shrugged. "I don't know. You could be right, Twilight. But Fluttershy seemed really sincere, and- and she had a good reason for giving us this house."

"Oh yeah? What's the reason?"

"I- I can't talk about it."

Twilight frowned. "Is that a condition of getting the house, you can't tell me why?"

"No!" Derpy said. "I just- it's really hard to talk about. And I don't want to think about it anymore today."

"Oh. Okay." Not okay. Twilight glanced at the family, but kept an eye on Derpy. She'd been acting weird the night before, she was acting weird in the morning, she was acting weird all afternoon. The house was just the weird cherry on top, and even though it seemed really delicious, she couldn't be sure it wasn't laced with poison, which was being masked by some flavor on Derpy knew, and the metaphor was breaking down-

Twilight shook her head. There was no reason for them not to enjoy the house while they could. Tomorrow, probably, she would find out that there were strings attached. And there would be another fight. But for now...

 **Good idea,** Cell muttered. **See if they have a 'super-delicate' setting on the mechanical clothes-washer over there.**

"There's a bottle of multi-surface and a rag. That'll have to do."

 **Tsk. Even when you lighten up, you're no fun.**

Twilight smiled a genuine smile. "I think I can live with that."

Three knocks drew Fluttershy's attention away from her cluttered desk. Most of the mess was from her animals- food, twigs the birds forgot, a few discarded bandages. But a lot of it was also paperwork, at least forty pages from the incident in the gym. Requests for reinstatement of club members, plus damage and expense reports. That on top of her usual daily load. It was going to be a long night.

Which meant that interruptions weren't particularly welcome.

"Come in," Fluttershy snapped.

The door opened, and everything was washed in bright pink light. Fluttershy's ears fell flat. "Princess! You- you're back?"

Cadenza nodded. "My meeting with the Queen was brief, but informative. I was hoping you could corroborate something she told me. Do you have anything new to report?"

Fluttershy shook her head. "No, your highness. Nothing at all."

She forced herself to breathe as Cadenza glanced around the room. Her office was just as much a mess as her desk. There was a nest in practically every corner, some in use; the shelves had been emptied onto chairs to make more corners available.

Something seemed to catch Cadenza's eye. She stepped closer and lit her horn. A paper slowly levitated out of the waste bin.

Fluttershy swallowed.

"What's this?" Cadenza asked, even as her eyes took in the words.

"It's um. It's a form. For promoting a student."

"Ditzy-Doo Whooves," she read. "Twilight's friend? That's interesting..." Cadenza fixed her gaze on Fluttershy once more. "Need I ask?"

The princess was the only pony Fluttershy had ever met who could make her look away, which she did now. "I came across some information in the archives. About Ditzy and her family."

"Oh." Cadenza's eyes softened. "Yes, I remember. She has been through quite a bit."

"We certainly haven't made her life easier."

Cadenza looked the sheet over again. "So, you were thinking about giving her a break, a special promotion to one-stone. What changed your mind?"

"Nothing," Fluttershy answered truthfully. "You weren't here, but I convinced the other Elites to promote her."

"I see." Cadenza frowned. "So then why was this document in the garbage?"

"Um-" Fluttershy crossed her hind legs, then uncrossed them. Windigos were swimming in her veins at this point. _What tell her whadda I teller?_ "May- My desk! Is... _very_ messy. It must've fallen off." Her hooves were shaking now. She pressed them together and hoped she wasn't visibly sweating.

Cadenza placed the paper on that desk and chuckled. "Yes, I can see that it is. What happened?"

It took a moment to be able to work her throat again. "They, ah- that is, a group of clubs- my clubs- chose to attack Twilight together. They failed. Now I have paperwork."

The princess continued to smile. "Of course they did. I'm surprised the clubs are still trying. Twilight has shown herself to be capable of fighting the Elite Four; how can they expect to defeat her?"

"I- I don't know."

"Twilight has become much stronger since she first arrived, and it's only been a few weeks. I have to wonder if some day soon she may even surpass the Elite Four." Incredibly, she sounded almost... _proud_ of Twilight. Fluttershy wanted to grab her and shake. _What have you done with our princess?_

She merely forced a grin. "That would certainly be exciting, your highness."

Cadenza shook her head "First Rainbow Dash, and now you, too? Fluttershy," she chided, "There's no need to be so formal, you can call me Cadence."

"I'd... rather not."

"Why not?"

"Well, we aren't friends, remember?"

The princess blinked. "What?"

"That's what you told Twilight," Fluttershy recalled. "You said that you'd cast aside those who called you 'friend'."

Cadenza frowned. "I... said that?"

"During your fight."

Understanding crept into the princess' eyes; they almost seem to shift in hue, from lavender to a dark indigo. "Of course. I- yes. I remember now. I'm sorry for bringing it up." Cadenza shook her head and took a step back. "I- I need to think about what the Queen told me. And... other things."

Fluttershy frowned at the change in demeanor. "Your highness-"

Cadenza turned away, her tail swinging wildly. "Good luck with Ditzy," she said quickly.

"Princess-"

"And make sure your paperwork goes in the correct bins from now on!" Cadenza stepped into the hall.

"Cadence!"

But it was too late, she was gone. The door slammed shut, leaving Fluttershy alone once more. Mostly- a family of mice poked their heads out of a hole in the wall to see what was going on.

What _was_ going on? The more she thought about it, the more Fluttershy was sure something was wrong. Cadenza had almost looked _afraid_ at the end. Cadenza was _never_ afraid. Twilight, she thought. It all started with Twilight.

Yes, something was wrong with the princess. And now Fluttershy was certain she was on the right path.

The sun seemed to have risen early the next morning, bathing the land in cleansing rays, chasing away every shred of shade. Small tufts of cloud drifted through the sky like pegasus-down. The air was warm, comforting. It was like a blanket wrapped around Derpy's shoulders, it made her feel just... _so_ good.

She gave another contented sigh and smiled wider than usual. It wasn't just that the morning was perfect, though it had been. Last night she'd gotten to sleep in a real bed, with a mattress and everything, and so did Dinky! She hadn't had that comfort since before the orphanage; Dinky had never had it.

She tugged at her new uniform, the only thing that was less than ideal. Oh, the mage armor was nice enough- she had a one-stone mage armor! Amazing! But despite feeling like she could fly to the moon on just her wings, it was slightly itchy and far too loose. She'd been trying to tighten it up since putting it on; she tried on their walk to the special one-stone motor carriage, she tried it _in_ the carriage, and got a lot of disapproving looks, and she was still trying now that they were walking into the school.

"You're fidgeting a lot," Twilight noted.

"Uh... huh!" Derpy grunted as she pulled another strap. "Don't worry, I'll get the hang of it."

"That's what I'm worried about," Twilight grumbled. She turned to look up at the school. "I think somepony wants to talk to you."

Derpy looked, and saw Fluttershy waiting on the steps. The three-stone looked distracted and a bit worried, but when she saw them, and her face lit up; she hopped off the stairs and glided over to them. "How was your evening?"she asked when she landed.

"Great!" Derpy said, at the same time Twilight mumbled, "Peachy."

"That's good." Fluttershy ignored Twilight. She watched Derpy shove another plate of metal into place and winced. "I guess I picked the wrong armor size. I did the best I could on short notice- hopefully the Crafts Ponies can squeeze in a fitting later. So everything else was okay?"

Derpy opened her mouth, but Twilight stepped forward. "It was fine," she interjected. "We have to get to class now, so Derpy will have to talk to you later. Bye!"

Fluttershy stayed put, but slowly turned to look at the alicorn. Her gaze was cutting, and her tone was suddenly a lot more stiff than it had been a moment before. "Twilight Sparkle," she said. "I don't think we've had the... _pleasure_... of meeting face to face yet. I'm Fluttershy, Canterlot High's Intelligence Chair." She held out a hoof.

Twilight didn't take it. "I know who you are," she said bitterly. "And I don't know what kind of game you're playing. But if you hurt my friend-"

The offered hoof dropped back down. Fluttershy's eyes narrowed, ever so slightly. "I don't plan on hurting Miss Whooves. Now, why don't you run along to class? As one of the Elite Four, I'm sure your teacher won't mind me taking some time to talk with Ditzy."

That didn't sound great, but when Twilight glanced her way Derpy nodded in reassurance. There was no need to assume the worst, not yet anyway. "Go. Ill be fine."

Fluttershy shifted aside, and Twilight trotted past, up the stairs. Every couple steps, she glanced back, but Derpy kept the smile up.

Once Twilight was inside, Fluttershy shifted back and blocked her view.

"So," the elite pegasus queried, "Remember what I said about new responsibilities?"

"Uh- yes?" Derpy said.

Fluttershy smiled. "Follow me." She turned and pushed herself into the air; even with her armor, it took Derpy a couple seconds to catch up.

They flew to an open window on the second floor and dropped inside. Derpy's first impression was that this was a room she'd never been in before- it was dark and closed off, and a rather thick layer of dust covered everything. The door was frosted glass in a wooden frame, with lettering on the inside. It took Derpy a moment to decipher. _Mail Room_ , she read.

"What is this place?"

Fluttershy walked over and flicked on the lights, shaking dust off her hooves with every step. "This is the mail room," she said helpfully, which wasn't at all helpful. But then she continued, "This is where the school's Mail Club would meet, and where students would drop off packages for them to deliver."

"Huh." Derpy glanced around the room again. "I didn't know we had a Mail Club."

Fluttershy kicked at the floor. "That's because... there isn't one," she confessed. "It was supposed to keep students from passing notes in class, but no pony signed up for it, so the club was just... forgotten about. But all the stuff is still here." She pointed to a box on the single table.

Derpy trotted over and pulled the box open. Inside was a different helmet, like a cap, a roll of packing tape, and a letter bag. That was it. She frowned. "So... what does a Mail Club do?"

Fluttershy perked up. "It's really easy. Students drop off letters and packages over here-" She gestured to a metal trough running along the wall beside the door. Chutes led through the wall into the corridor. "-Then the Mail Ponies put the packages in their bags, and deliver them between classes. That bag is enchanted," she said, pointing at the box once more. "Just like your friend's. It can fit as much mail as it needs to."

"That _does_ sound easy," Derpy decided. "How come no pony signed up?"

Fluttershy shrugged. "Would _you_ like to join?" she asked.

Derpy was a bit caught off guard- she'd never really been in a club before. But the more she thought about it, the more she warmed up to the idea. This would be easy- way better than sports. Plus she would be _earning_ one-stone status. They could stay in the house! And sleep in a nice warm bed _every_ night...

"Okay, I'll do it!" she burst out with.

Fluttershy gave a winning smile, the kind that made most ponies' hearts melt. "That's great! I'll spread the word to some of the other clubs- your first day shouldn't be too busy."

"Wait, what?" Derpy frowned. "I'm starting now?"

"Is that a problem?"

As a matter of fact- no, it really wasn't. Derpy shut her mouth and shook her head.

"Great!" Fluttershy giggled. "I'll deal with the paperwork. You have some fun!" She opened the door, showing off the semi-circle where the dust had been pushed aside, then trotted outside with a last-second, "Good luck!" And then she was gone.

Derpy stood alone in the dark room for a minute, then turned back to the box. She pulled the bag over her shoulder, and clipped the tape to her waist. Then she unhooked her helmet from the bevor and dropped it on the table. She wouldn't be needing it anymore. She lifted the special cap out, smiling.

Late. Very, _very_ late.

Twilight glanced at the sun, the fiery orb that, for better or worse, still traveled its path across the sky in this universe. Then she went back to glaring at the school's entrance

The final bell had rang at least a half hour ago. And yet she was still here. Not because some two-stone decided to ruin her afternoon, no. No. She was waiting for Derpy.

Though now that she thought about it, maybe some two-stone _was_ involved...

 _ **I'm sure she's fine.**_

"Forgive me for remaining doubtful," Twilight snarked.

 _ **Since yesterday afternoon, the clubs are backing off again. They remember that you fought Princess Cadenza**_ **and** _ **one of the Elite Four, and they don't like their own chances.**_

"Really? Wait- how do you know that?"

Cell just rolled her eye. _**Its all every student was talking about today. Honestly, what do you pay attention to in class?**_

"The teacher," Twilight replied dryly. She shook her head. "Still, I guess that's good news..."

The door finally swung open, and Derpy trotted out with a box on her back. Actually, pranced out was more like it. She had her chin up and the biggest smile on her face. Twilight could actually see Derpy's chest was puffed out, something she'd never seen a pony do. It looked ridiculous. "What took so long?" she demanded.

Derpy just shrugged. "Sorry, I was delivering a package from the Chemistry Club to the Physics Club, and it kind of... melted. I had to help them clean up the acid before it made a hole through the floor."

Twilight felt her pupils dilate. " _Acid?_ "

"It's gone now," Derpy clarified.

Now that she looked, Twilight saw smoke twisting away from Derpy's mane and tail. "Sweet Celestia- somepony really tried to _kill_ you?"

"No," Derpy corrected. "It was just a prank. The Physics members even apologized. They warned me they were going to send one back tomorrow," she giggled. "I can't wait to see their faces!"

Cell rippled against Twilight's back. _**I think you need to relax,**_ the Element warned. _**Breathe in, and out. In, and out.**_

Twilight ignored her. "When you said you joined a club earlier," she recalled, "I don't think I was as worried as I should have been. This seems _really_ dangerous!"

"No it isn't," Derpy shook her head. "It's amazing! Ponies are just so happy to get mail, today felt like Hearthswarming all over again."

"I don't know..."

"Well, maybe this will convince you." Derpy shuffled the box forward with a wing. "This is for you!"

Twilight raised an eyebrow. "Really? Who's it from?"

Derpy shrugged. "It was in the trough when I was packing up, I just thought I'd bring it now rather than wait 'til tomorrow."

She held out the box, and Twilight, rather reluctantly, took it. It was wrapped in plain brown paper and twine. The writing on the tag was elegant, but it only had her name, not the sender's, which didn't bode well.

 _ **Just stop being paranoid!**_ Cell squeezed her foreleg, and the twine snapped. The lid came off.

 **Boom!**

It took a moment for the explosion to fade, and it left behind a haze of pink dust. Twilight tasted ash. Her ears were ringing. "Cell," she grumbled, "We're going to have a talk about being _properly paranoid_. After we figure out who sent me a flipping bomb!"

 _ **Well, there is Rainbow Dash. And the princess. That griffon. Pretty much any of the Club Presidents you've fought.**_ She paused. _**Huh. You really have accumulated a lot of enemies.**_

Derpy coughed and staggered forward, her face a little blackened. "Wowsa! That was some prank."

"Prank?" Twilight's head felt like it was swelling up, though she doubted it was a concussion. "A bomb is not a prank."

"It is when we can both stand next to it and not get hurt!" Derpy tapped her mage armor and grinned. "Besides, the sender _did_ write their name..."

Twilight frowned and let her eyes follow Derpy's hoof. On the ground, the colors... She made out a 'P', an 'I', an 'N'-

Twilight suddenly realized who sent the bomb, and she groaned as she realized that it was, in fact, a prank. A very twisted prank, but a prank. "Pinkie..."

It was a few days later that Derpy was trotting down the hallway to the Mail Room after the last bell. Those days had been great; her family was enjoying the luxuries they never had, and her armor had been adjusted by Rarity herself! There had been a couple hiccups, letters delivered to the wrong pony and that sort of thing, but nothing major. Twilight had even stopped grumbling and just accepted the situation. Well, mostly.

And Derpy was getting the hang of flying through the hallways with her mage armor. She'd already discovered quite a few shortcuts. The route from the Northwest tower to the Southeast basement took less than 20 seconds! There were so many passageways that went unused, it was crazy.

Of course, the craziest thing was how happy everypony was to see her now. Used to be they'd ignore her at best, if they weren't totally hostile.

Yes, life was good, she thought as she reached the now-familiar frosted glass door. To her surprise, it was slightly ajar, lights on.

 _Hmm._

Derpy pushed her way into the mail room. "Hello?" she called out.

"Hello yourself!" her guest said warmly. Fluttershy smiled at her. "I see you've been settling in."

She gestured around the room. The dust was gone, polished and swept away. The windows were also clean and open. A couple of mementos- Twilight's exploded box, a picture of her posing with the Sewing Club, a half-eaten slice of cake from the Baking Club- lined one shelf. The place was slowly turning into a nice little comfort zone.

Derpy skipped over to the table and pulled off her bag. "Yeah, things have been really amazing," she told Fluttershy.

"That's good," the Elite said. "You've been working really hard."

"Uh-huh."

"You're the only member of this club."

"Uh-huh."

"I think you deserve a promotion."

"Uh-hu- wait, what?"

Fluttershy's smile widened. "Congratulations, Ditzy!" she exclaimed. "You're a two-stone!"

Derpy tilted her head. "That- no. What?"

"You're a two-stone," Fluttershy said again. "You're going to be a club president!"

"But- but I'm just..." Her legs gave out and she sat. Hard. "This is... really sudden. I was a no-stone just last week!"

"So? You've earned this!"

"I guess." Derpy frowned. "But don't two-stones have all kinds of responsibilities?"

Fluttershy waved the question away. "Oh, I'm sure you can handle them. You'll probably have to recruit a couple ponies to help with the deliveries, but I don't think that'll be a problem."

"A two-stone," she muttered. It sounded strange, describing herself that way. Strange but... not entirely bad. "Would I get a fancy armor?"

"Of course!" Fluttershy promised. "And your family will get a bigger home, too. You'll have every expense!"

"What can we get that we don't already have?" she wondered. Really, they had all they needed right now.

"You'll have to take the promotion to find that out," Fluttershy said coyly.

"You make a tempting offer," Derpy mused. She picked her letter bag off the floor and placed it on the table, then started taking the packages from the trough for the next day. As she did, her eyes wandered back to the box on her shelf. Or what was left of it. "Hang on," she realized. "Would this mean I'd have to fight Twilight?"

Fluttershy gave her a strange look. "What do you mean?"

"All the club presidents have been attacking Twilight," Derpy said as she shoved another box into the bag. "I don't think I'd want to be a two-stone if it meant fighting my best friend."

"Well... technically it isn't _required_..."

"But it's expected?"

Fluttershy paused. "That's one way to put it."

Derpy shook her head. "In that case, I won't take it."

"But-"

"No."

"Think of your family!" Fluttershy blurted. "Think of everything they'll lose!"

Derpy shrugged. "Things are fine the way they are right now, and you didn't say anything about me not being able to stay a one-stone."

The other pegasus stared at her with wide eyes. "Please," she said, "I'm trying to do things the easy way."

Now it was Derpy's turn to pause. Though it felt like she should be doing more than that. "That... felt like a threat."

Fluttershy grimaced. "I- I'm getting frustrated," she said in a low voice, then shook her head. "This wasn't part of the plan..."

"Um-" Derpy glanced at the door, then at the still-open windows. The windows were closer. She inched sideways.

"Stop!" Fluttershy slammed her hoof down, and the tile floor cracked.

Derpy stopped.

"Turn around."

She turned.

Fluttershy stared at her a moment, then at the floor. The Elite pegasus took a deep breath. "I'm sorry," she said. Then she looked up, and Derpy frowned. Fluttershy's eyes- her eyes...

Derpy felt like she was being pulled down a stream, slowly, lazily. Her fears and doubts spiraling away into the wilderness. She should look away. But she couldn't. Those bright blue pools wouldn't let her. So limpid and warm, but she felt a shiver on her spine. A small tingle. She fought another moment-

But then the undertow had her, and the world lifted away...

Derpy blinked. She was- She was...

She was standing in the front courtyard, the dirt one. The school was empty. At least, it seemed like it was. The sun was going down. And she wasn't wearing her mage armor.

How...

She shook her head. Last thing she remembered was talking to Fluttershy in the Mail Room. And then- nothing. Blackness.

No, not blackness. _Blue_ -ness.

"Derpy?" She turned and saw Twilight standing a short distance away, looking just as confused. "Where- how..." Twilight shook her head. "You were taking so long, I tracked down Fluttershy to ask where you were. How did I get here?"

Derpy shook her head. "I don't know!"

"I brought you here!"

Fluttershy's soft voice crept into their ears, and they both whipped their heads towards the sound. The pegasus herself stood on the roof of the main building, looking down on them with hard eyes. Derpy thought she remembered those eyes. From earlier.

"Uh oh," she muttered.

"What do you want?" Twilight demanded.

Fluttershy's mouth twisted into a smile as cold as her gaze. "I'd hoped a life of luxury would be enough to turn your friend against you," she admitted. "But I guess greed isn't a strong enough motivator." The smile became even more of a mockery, a parody that made Derpy's insides squirm. "The plan is simple: either Ditzy-Doo _kills_ you, ridding Canterlot High of your foul presence..."

Twilight narrowed her eyes, and her horn sparked. "Or?" she growled.

"Or, you kill her," Fluttershy finished. "And you have to live with the guilt. Should make you plenty easy to beat then."

Twilight stood stock-still; Derpy didn't think she'd ever seen her that angry. Finally though, she spoke. "I guess your plan failed," she said.

Fluttershy shrugged. "I tried doing things the nice way. Sure, somepony would've died, but it's for the good of the school, and Princess Cadenza. But you're right, it didn't work." She paused, then tapped her hoof twice on the roof. "That's why it's time to be cruel."

A light shined out of a window on the second floor, momentarily blinding Derpy. When she could see again, she saw the beam passed overhead onto the courtyard wall. She turned, and-

 _No..._

On the wall was her picture. Blown up to a thousand times its usual size, in stunning detail. How could Fluttershy have-? And why-? Derpy slowly shook her head. This- this wasn't right.

"A little mousey showed me this old picture," Fluttershy mock-pouted. "So sad. You've already lost a family, Ditzy." She tapped her hoof again. After a moment, the beam blinked, and the picture changed.

Now it was Big Mac and Cheerilee made gigantic. They were smiling and looked a lot younger. Less haggard.

"But look, you found a new one!" Fluttershy raised her chin. "I wonder what would happen if you lost them, too?"

Another tap. The picture changed. Photos, taken of Derpy's family from a distance. Some were zoomed in, to better show off the danger the subjects were in.

"As one of the Elite Four, I can determine who has a right to live in Canterlot City," Fluttershy explained. "If I wanted, I could ensure that none of you ever sees the others again. Not ever."

Derpy bit her lip, feeling the teeth cut into the soft flesh. This- this was wrong. She felt like she knew where it was going, and it was a path she didn't want to take. But she didn't see another one.

"Derpy?" Twilight's voice sounded very far away all of a sudden. "Are you okay? What does she mean, you _lost_ a family?"

No, she was not okay. She was tense, almost cramping up. Her wings and hooves were shaking. And she couldn't breathe- her lungs felt like they would collapse at any second, only pulling in short bursts.

Fluttershy tapped her hoof one more time, and the picture changed. It took a little longer, the blink lasted a couple seconds. But then the photo of her birth parents was back up. Their smiles no longer looking proud, but instead nervous.

"You want to keep your family together, don't you?" Fluttershy taunted.

Yes, she did.

"For your sister?"

Yes.

"For yourself?

 _Yes._

"There's only one way to do that..."

 _I don't want to..._ Derpy blinked away the tears. They wouldn't help, not now.

A loud whistle pulled her eyes up, and she saw a giant box arching over the school, falling, falling-

She squeezed her eyes shut, feeling dirt spray out as it crashed down just in front of her. When the stinging stopped, she peered at the box through squinted eyes, knowing what would be inside.

"Take your two-stone armor," Fluttershy confirmed, "And tear Twilight Sparkle to shreds!"

Twilight shielded her eyes from the blast of dirt and glared up at the roof. "Buck off, you zoophilic freakshow!" she shouted. "Derpy would never attack me, so you can take your threats and shove 'em up your blowhole!"

Fluttershy merely frowned. "Such colorful language. But I'd save your energy for the _real_ fight."

"There isn't going to be a fight, you-"

 _ **Twilight!**_

Cell's voice was a lot shriller than normal; the dress squeezed and pulled her head to the side, forcing Twilight to look into the heart of the dust cloud.

A pair of lights shined inside.

"Delivery Spec!" Derpy shouted. "Two-stone mage armor... Postal Club President, Ditzy-Doo Whooves!"

She stepped forward, her new armor gleaming in the low light. It was simple, but the hard lines made its threat plain. A light blue under-layer of chain mail covered most of Derpy's body, and over that were much darker blue, almost black, pieces of plate armor. A cuirass with stripes of bright orange and yellow-green bulked her out to nearly twice Twilight's size! Her cap-shaped helmet matched those colors, and a bag full of crisp white letters hung by her side on thick chains. A stamp was stuck to either cheek. A lollipop stick dangled out the side of her mouth.

Twilight was most interested in Derpy's eyes, though. They were narrowed, sad, but resolute. It was the look of someone resigned to a fate they did not want.

Cell shifted. _**Activate me, now!**_

"No!" Twilight hissed. "We can't hurt her."

"That's too bad!" Fluttershy called down. "Because she _can_ hurt you! And if she doesn't... I guess poor Dinky will never see her big sis again."

Derpy inhaled sharply.

"That's it," Twilight grit her teeth. "I've had enough of her- _oof!_ "

She suddenly had a face full of hoof- Derpy's, implanted in her cheek. The blow connected with a sickening _crack!_ , and Twilight tumbled across the yard.

 _Ow ow ouch!_ She stumbled to her feet, wiping the blood off her jaw. Rocks- not the precious kind- stuck to her dress. "What the heck, Derpy?"

The pegasus brushed a hoof under her eye. "I'm sorry," she croaked. "I- I can't lose them. Not again."

She launched herself forward, moving faster than any two-stone Twilight had ever fought- Twilight barely rolled under the strike, and Derpy hit the ground with her back hooves, and the ground cracked apart in a spray of stone chips. Reluctantly, Twilight reached into her own bag.

"Don't attack, don't attack," she muttered. She brought out her sword and angled it in front of her.

Just in time, too- a spray of letters flew out of the new dust cloud, bouncing off the blade with metallic pings. The ones that missed sliced into the walls and ground nearly half their length. Derpy jumped out of the cloud, holding more razor-edged correspondence.

"Hyeagh!" she shouted, incoherent rage, and tossed off another salvo.

Twilight parried them all, but she felt the impacts all up and down her foreleg. _**Now will you transform?**_

"No!"

Twilight turned towards the school, then thought better of it- Derpy knew every hallway and shortcut. She settled for running a ring past the steps, keeping just ahead of the never-ending barrage of letters.

"Guess words _can_ hurt you!" Fluttershy called down from above.

Twilight seethed. "Okay, she muttered. " _Now_ we do it."

 _ **Finally!**_

"But no attacking Derpy!"

 _ **Well, you're just no fun, are you?**_

Twilight awkwardly shuffled her sword to her left hoof while running, then brought it up to her horn. "Solar Magic, Harmonize! Element; Celestia!"

The familiar fire surged under her skin; with a single flap, Twilight sent them towards the stratosphere. The courtyard fell away, leaving her safe in the cooling evening air. For a moment.

 _ **How are we meant to win this fight if we can't attack Derpy?**_ Cell asked.

"I dunno," Twilight admitted. "It seems like Fluttershy is threatening her family, though. Maybe if we figure out what's going on there..."

 _ **It's a start. Maybe- watch out!**_

Instinctively, Twilight twisted, and the shadow of a box flew past her. A package, she realized- right before it exploded!

The night lit up behind Twilight, and she felt the shockwave more than saw it. Enormous pressure, hurling her back towards the ground. She only fell a couple dozen feet, but it was enough to see Derpy lining up another bomb.

"Hey!" Twilight complained. "Postal workers aren't supposed to throw packages!"

If Derpy heard, it was too late; she tossed the box high into the air. Instinctively, Twilight slashed at it with her sword. She caught the paper and shoved it back down, where it exploded, hiding the courtyard in a giant orange cloud. _Oh no-_

Twilight dropped even lower. "Derpy!" she called.

The fire parted and Derpy rocketed out of the gap; she hit Twilight in the midsection and tackled her out of the air, then shoved her away with all four hooves.

Twilight righted herself with a frustrated snarl. "Cut it out!"

Derpy glanced downward. At first Twilight thought she was looking at Fluttershy, maybe for instructions. Then she realized Derpy was looking at the projection. The pegasus tensed up again.

She shoved a hoof into the mail bag and came out with, not more letters, but an entire mailbox! It was the box-on-a-stick kind that rural ponies used- which made a perfect hammer, Twilight realized as Derpy swung at her! The blow smacked her directly in the face and sent them spinning.

It was Cell who moved them into position this time, Twilight's head clouded. "This isn't working..."

 _ **Fluttershy. We're supposed to attack Fluttershy.**_

"Right." Twilight shook her head, then raised her sword just in time to block the hammer. "Just a second!"

Twilight ducked as Derpy swung again. She slashed the handle, and the head flew off the end to ruin somepony's night. Twilight nodded, satisfied, and flew back towards the school.

"Get back here!" Derpy shouted. Twilight ignored her.

And then something shot past her head, and she just had time to see the leather of the mail bag before its chain wrapped around her trunk. "Oof!" she wheezed as the bag slammed into her.

Her wings were still loose; Twilight flapped as hard as she could, trying to drag them back towards the ground, but they weren't moving. Derpy was holding them in place. "You're- urg! Making this... harder than it needs to be!" Derpy shouted.

"Good!" Twilight shouted back. She reversed her grip on her sword and slashed through the chain. Derpy snapped upwards, the bag fell, and Twilight tumbled away.

 _ **Go for Fluttershy,**_ Cell urged.

Twilight glanced at the three-stone, then back at Derpy. Derpy was grimacing and shaking her head. The pegasus' seemed to freeze; she was staring at the projection again. Twilight watched the water rise in her eyes. She noted how the length of chain rattle in Derpy's hooves.

"Actually," Twilight decided, "I have a better idea."

She turned and dove towards the school. She saw Fluttershy tense up, but then she shot past the edge of the roof. A moment later, Twilight flung herself sideways through the open window she knew would be there.

They smacked into the table that the projector was sitting on and it broke apart. Twilight shook the dust off, not really feeling the crash.

 _ **What are you doing?**_

"Hopefully? Finding a way out." Twilight used a burst of telekinesis to shove the table remains aside. Under them, the projector had gone dark, the gem that was powering it knocked out, along with the translucent images. She picked up the gem.

A whimper drew Twilight's eye to the corner of the room. When she looked, she saw a one-stone stallion cowering there. "Move," she told him, pointing her sword. He yelped and scrambled for the door.

Twilight shoved her sword back into her bag, and busied herself looking through the slides. There were only a few, but she needed to be sure she got the right one. Not this one. Nope. Uh-uh. Where was it?

A sound made her glance up at the window- just as the entire wall exploded! Fake stone and rebar crashed inwards, another hole in the pockmarked edifice. Twilight groaned from under a pile of debris; this wasn't going to earn her any points with Hard Hat, even though it totally wasn't her fault.

It took a moment for the world to come back into focus, and for the white noise to fade away. There was a big slab of concrete pinning her to the ground; her armor seemed to have melted back into dress-form. "Cell?"

 _ **Ouch. I need a minute...**_

They didn't have a minute, Twilight knew. She struggled to pull herself forward even an inch. The projector was miraculously still intact, though the slides were scattered. Equally miraculous, she still had the crystal.

Derpy stepped over the pictures, looking a bit disheveled. "Give," she panted, "Up!"

Neither of them had their weapons. Derpy looked tired, Twilight _felt_ tired; this had to end. Desperately, she glanced over the ground, but saw nothing.

 _ **Spell...**_ Cell muttered.

Twilight wasn't sure what her friend meant. Sure, she could feel a little bit of magic left in her. Maybe enough to get them free? But that wouldn't be a proper spell. Teleportation?

Derpy stepped closer, but then hesitated. Her eyes wandered around the room like she was searching for something, too. The query was obvious.

 _Query..._

Twilight recalled a spell, one Celestia taught her when she was just a filly. A rather weak spell, mainly used at night. It was to find something that had been dropped, though it only worked within a few feet. _Perfect._

"Quaero!" Twilight muttered. Her horn glowed, just the tip. And then she concentrated very, very hard on one of the images she'd seen earlier.

Derpy was still shuffling around. Then Twilight heard familiar, gentle wingbeats. Fluttershy's voice filtered through. "Is there a problem, Ditzy?"

"I don't have a weapon," Derpy said, sounding very confused. Twilight stared at the cracked floor, trying to force everything out, even the voices. All she wanted was to see that picture.

Slowly, she looked up, just a bit at a time. There were broken chips of building, layers of fine dust. And in the middle of it...

A glow. Very faint, but there.

"Here," Fluttershy called out. There was a _whoosh!_ , and then one of the razor-letters embedded itself in the floor a couple feet away. The glowing was closer, but not by much.

Derpy yanked the letter out of the floor. She sucked in a deep breath. "I- I'm sorry, Twilight," she whispered. And then Derpy turned.

There wasn't time. Twilight shoved herself forward, ignoring the scraping and burning in her sides, the tugging at her feathers, and tackled the glowing square. She took the slide and, appropriately enough, slid over to the projector. Twilight slammed the image into place, then the crystal-

The projector hummed to life, spitting out a beam of light. Fluttershy cried out, and then Twilight angled it so the beam was pointing at the wall behind her.

Derpy stopped.

Twilight glanced up and sighed in relief. The image was the one of Cheerilee and Big Mac. Young, happy. "Derpy," she said, and the pegasus glanced down. Twilight saw the longing in her eyes, the fear.

 _ **I hope you know what you're doing,**_ Cell pleaded.

"I- I don't know what... is... Going on," Twilight admitted. "I'd really like to know, but... but that doesn't matter. It doesn't matter what I think, or what Fluttershy said. _That's_ what matters!" She pointed at the photo, accidentally jostling the projector.

Derpy looked back up and tensed. "Yes, it is," She agreed. She raised the letter like a knife.

"What I mean!" Twilight said quickly, "Is that you shouldn't worry about losing your family."

The letter dropped again, halfway. "Why not?"

Twilight gave her a sad smile. "Because. They love you." She waited.

"And?" Derpy asked after nearly a full minute.

" _And_ they won't stop!" Twilight continued. " _And_ when ponies love one another, they'll do _anything_ for one another. Your parents love you, Derpy, and no pony will be able to keep them away from you. Not the Elite Four, not me, not even Princess Cadenza! They'll fight an entire army all the way across Equestria for you, and you know that. Or at least you should. Look at what you're doing now!" Twilight pointed out. "You're willing to kill somepony just to make sure your family doesn't get split apart. That's how much you love them. Imagine how much more they love you?"

Derpy looked at Twilight, looked at the projection. Her grip on the letter tightened.

Twilight just smiled. "You don't have to do anything you don't want to," she said.

And then she relaxed against the rubble and waited for her _friend_ to make a decision.

 _Choose choose choose..._

Derpy blinked, trying to push the tears away. She knew what she had to do, even if she didn't want to do it. Right? This was the right way? The letter suddenly felt impossibly heavy in her hoof, like her mage armor was making her _weaker_. Everything seemed like it was spinning and tilting- was it supposed to be like that? Which way was up? Her hypertropia was really working against her here.

 _Choose choose choose..._

She took a deep breath. Do it. Derpy raised the letter, ready to strike.

Twilight looked directly at her, and didn't move.

 _Choose choose choose..._

Derpy focused on Twilight's trunk. Her dress wasn't activated. It would be easy to slice through the fabric, the skin, the bones...

Twilight still wasn't moving.

 _Your parents love you._

"Aaargh!" Derpy screamed, driving the letter down with all her strength. Twilight let out a short gasp.

For a moment, everything was quiet.

And then Twilight said, "I knew it!"

The alicorn struggled upright and wrapped her arms around Derpy, squeezing just a bit too tight. "It's okay, it's okay," she whispered, and Derpy realized she was crying, big fat tears of salty emotion. She let go of the weapon, almost completely embedded in the floor, and returned the hug.

"I-I can't do it!" she wailed. "I need to but I can't!" Twilight patted her back, soothing.

And then she tensed.

Derpy rolled around and saw Fluttershy, blinking and scowling at the edge of hole in the wall. The other pegasus was still reeling slightly from the blast of light. Though it seemed she could see enough.

"No!" Fluttershy groaned. "Your family! You'll never see your family again unless you-"

"Unless I what!" Derpy knew she shouldn't antagonize one of the Elite Four. But this was her _family_ they were talking about. You didn't threaten somepony's family. "Unless I kill my best friend? Who asks somepony to do something like that?"

Fluttershy's eyes widened.

"It's wrong," Derpy went on, "And I never should've gone along with it. You came around, pretending to be my friend, but the whole time you were just a great. Big. Jerk!"

Fluttershy actually took a step backwards.

"Maybe dial it down a-" Twilight murmured, but Derpy ignored her. She pulled herself out of the hug and kept talking.

"Twilight can be a bit harsh sometimes, but at least she isn't a jerk like you! She talked me down tonight, even though it would've been way easier just to kill me. She's more than a friend!" Derpy realized. "She's family, too!" The truth of those words brought a smile, a bit of brightness that seemed to melt the shadow in the room. "And," Derpy finished, "You can't force me to choose between my family and my family."

Fluttershy's eyes seemed to be flickering, one moment cold and angry, then scared and ashamed. The gems on her chest flashed in equal timing. "I- I was..."

 _Clack!_

The sound echoed through the room, passing over the ponies and bringing everything to a quiet, but abrupt, halt. A new light blazed out from the doorway.

"Enough," Mi Amore Cadenza said.

Derpy instantly shrank away, knowing she didn't stand a chance against the princess. Twilight shifted a little bit, putting herself between Derpy and Cadenza. But the princess wasn't looking at either of them.

She prowled her way across the room to stand in front of her lieutenant. Said lieutenant, fittingly, shied away. " _This_ is why you promoted Ditzy?" Cadenza's voice was quiet, with only a hint of fury simmering underneath. Mostly, she seemed disappointed. "This is an abuse of your position, something that _cannot_ be overlooked."

"I-I understand, your highness," Fluttershy said. She bowed her head.

Cadenza's eyes darkened for a moment, quite literally. Derpy could see it happen. Then she squeezed them shut, and when she opened them again, they were normal. "Go," Cadenza hissed. "We'll discuss this later."

Fluttershy hastily backed out through the wall-hole, then awkwardly flew away. It was nothing like her graceful exit from the gym, days before.

Cadenza stood like a statue, staring at the space her lieutenant had occupied. Twilight yanked Derpy's leg; she glanced over, and the alicorn angled her head towards the open door. Derpy nodded, and they moved for the exit.

"Please, stay a moment," Cadenza called out.

Derpy stopped and looked back. The princess hadn't moved, hadn't even turned. Apparently she didn't need to. "Ditzy-Doo," she said.

Derpy swallowed, loudly enough she was sure the princess heard. "Y-yes, your highness?"

"You are hereby demoted to one-stone rank. Please dispose of that two-stone armor, as quickly as possible." Cadenza was facing away, but Derpy swore she saw her muzzle twitch into a smile. "Once you're finished, then you may return home."

"I- home?"

The princess nodded.

"We get to keep the house?"

Now Cadenza turned around. "Of course. You've completed all duties required of a one-stone student, and nothing that's happened tonight changes that. Fluttershy is the pony who acted out of bounds. Not you."

"Who are you and what have you done with Cadenza?" Twilight muttered.

The princess' gaze fell on Twilight. "Don't presume you know everything about me, Miss Sparkle. I refuse to tell you what you want to know because you have not yet _earned_ that information," Cadenza said. "Despite what you may think, I am not a monster."

"Well you could've fooled me! You and your henchponies are all too happy to send me and my friends to an early grave. I'd say you're plenty monstrous."

Cadenza raised her chin, and Derpy worried the insult may have been going too far. Then the princess rolled her eyes. "You'll not goad me into fighting today," she declared. "Believe it or not, you are not the most important thing in my life right now, Twilight Sparkle."

Twilight blinked as Cadenza walked past them. The princess paused only a moment in the doorway. "Make sure you destroy the armor," she reminded them. And then she was gone.

For a moment the only sound was the humming of the projector, before it finally sputtered and died. A cool night breeze swirled the dust on the floor. Derpy looked around the room, unsure what came next.

"Derpy..." Twilight began, then faltered. She rubbed her foreleg. "I- I don't know what happened. I guess, from what Fluttershy said, and the picture... Big Mac and Cheerilee..."

Derpy walked over to the hole in the wall. Outside, the black sky felt oddly empty. She shivered. "They- they adopted me," she confided. "It's not a secret, we just... don't talk about it."

Twilight quietly slid in next to her. "Do you want to talk about it?" she asked.

Did she? She hadn't ever, not really. Not with Cheerilee, not with Big Macintosh, not even with Dinky. It was just... not easy. Easy was not thinking about it. Talking... that was hard.

"I guess..." Derpy ventured. "I _should_ talk to somepony. Right?" Twilight shrugged, which wasn't a helpful answer. Derpy drew in a deep breath. "Let's- let's get rid of this thing first..."

She tugged off the mage armor, which folded itself into a neat little rectangle. She held it up. "All yours."

Twilight reached into her bag, brought out her sword, and cleaved through the uniform in an instant. The sword was back in her bag before the metal even separated. Which it did, with an itty-bitty _pop!_ Magical gem-dust scattered in the breeze.

"Good riddance," Twilight said.

Naked now, Derpy felt way weaker than she had before, as a no-stone. Still, she felt more solid. This was her. Just her, nothing else. This was how the story should be told.

"I was six," she began, "Dinky was barely one. My parents... they were nice enough. I don't remember everything. But they were good ponies." Twilight nodded, so Derpy continued. "One night, there was a banging at the door. They told me to hide, and to hold onto my sister. I crawled under a table, then behind the couch. I... don't think they knew I could see."

"See what?"

Derpy hesitated. "The- they were Royal Guards. Sent by Queen Midnight. And... they killed my parents. They killed my mom and dad!" she choked, bile and tears rising up, a decade's worth of pain. Derpy felt like clawing at her chest, but what good would it do? Not to mention that with hooves it wouldn't really work. Instead she let the tears flow, dripping onto the broken floor. "Th-they tried to say mom and dad resisted, but... but I saw. They surrendered. It was an execution, not an arrest!"

Twilight flinched, ever so slightly. "I- I'm sorry..."

Derpy barely heard her. "The guards pulled us out," she said, "And they took us to an orphanage. I- I was scared. They separated me and Dinky the first night. When they let me see her again, I don't think I let her out of my sight for years." She shuddered. "I- I hate thinking about it. It hurts! I didn't want it to hurt more. And Fluttershy... she knew that."

Twilight wrapped a hoof around Derpy's shoulder. She squeezed. "It's okay. Really, it's okay." Derpy closed her eyes, feeling the warmth and closeness of her friend. Her family. She realized that the tears were still falling, but she let them come. "You'll be okay."

"This is not okay."

Cadenza watched the four ponies in front of her flinch. The Elite Four, assembled in the throne room. They were supposed to be her lieutenants, her trusted advisers. They failed her.

"So," she whispered. "You all knew?" Her eyes flicked over each of them, even as she took another sip of her tea. It was the only thing in the room that was calming.

Fluttershy kicked at the floor. "It- it was my idea-" she began.

"You went behind my back!" Cadenza cut her off. She tossed the teacup aside. It shattered against the wall, and all four flinched again.

Cadenza pushed herself deeper into her throne. She had to force her hooves not to move. They struggled against her- she felt it, now. The vile thing in her head. But she wouldn't let it keep her from doing what she had to.

"Your scheme," she ground out, "Your plan to destroy Twilight. It could have cost us dearly."

"It didn't, though," Rainbow pointed out.

"True," she conceded. "But only because Fluttershy underestimated their bond, and because _I_ interfered."

"Your highness," Shining Armor said, "We're just worried about you. Ever since Twilight showed up, you've been acting... different."

"Yeah, what's going on, Mimi?" Pinkamena demanded.

Cadenza blinked. She hadn't expected to be interrogated herself; she was the one who was supposed to be asking questions. Their insolence was astounding. How dare they? After all she had done for them, everything they accomplished... Magic sparked off her horn, dark blue crackles.

She took in a sharp breath, and forced the anger down. Maybe... had they noticed? Had they seen what she had not? _The Nightmare..._

"This- this is not about me," she countered. "I need your help for my plan to work. But each of you _can_ be replaced. And I cannot waste time second-guessing if my commanders trust me or not."

"We trust you," Shining said.

"Good. Because... you may be right." All four looked up, surprised. Cadenza shivered. "There are things I have not told you, things I've kept between myself, Spike, and Rarity."

"Things to do with Twilight?" Fluttershy ventured.

"Not exactly." Cadenza closed her eyes, feeling her pupils distort in the darkness. She looked up, and the Four gasped. She knew what they were seeing- vertical slits in a sea of indigo. "Just as your mage armors can bring out the worst in you- your anger, your recklessness, your _ruthlessness_ ," she said pointedly, looking at each in turn, "So can my Element affect me. I did not realize how much until... quite recently."

Rainbow blinked. "So you letting me fight Twilight- that was just your armor taking over?"

"Not- not entirely," Cadenza hesitated. "The desire was inside of me. The Element can only enhance it. Now that I know, I am in control of myself once more."

"So you've literally been drunk on power," Shining surmised. "I suppose we can forgive that."

"We can forgive it if you forgive us for doubting you," Pinkie declared. "We were starting to think you changed the plan without telling us!"

Cadenza shook her head. "Of course not. The plan is the same. Though..." She paused. "There is a complication."

"What kind of 'complication'?" Rainbow asked.

Fluttershy perked up. "Is this about the information you received from Queen Midnight?"

"Yes." Cadenza shifted awkwardly on her throne. "The Royal Spies have discovered a plot. That anti-armor griffon and the ponies she works with- they are going to attack Canterlot."

"What!" Shining leaned forward. "We- we aren't ready!"

"Speak for yourself," Rainbow smirked. "I've been waiting to kick butt for a _long_ time!"

Cadenza held up a hoof. "The attack is still some time away. We at Canterlot High can _be_ ready, far quicker than them. Though it won't be easy."

"I wish you'd told us before the end of the chapter, Mimi," Pinkie complained. "Now ponies are going to have to wait _forever_ to figure out what you mean."

"What I _mean_ ," Cadenza said, "Is that we are not going to sit and wait for their assault. The time has come for us to consolidate our control and drive out our rivals! And as part of that-" She smiled at them. "I'm going to give you the chance you've _all_ been wanting..."


End file.
